/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101020.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, October 20, 2010, Vol. 14, No. 291 Headlines 10905 BELLAIRE: Case Summary & 14 Largest Unsecured Creditors 32 BROADWAY: Case Summary & 2 Largest Unsecured Creditors 556 HOLDING: Chelsea Art Museum Could Close Amid Court Battle A PLUS: Case Summary & 13 Largest Unsecured Creditors ABITIBIBOWATER INC: Terminates Backstop Agreement with Fairfax ACCELLENT INC: Moody's Assigns 'Caa2' Rating on Senior Notes ACCELLENT INC: S&P Assigns 'CCC+' Rating to $315 Mil. Notes ACME CAKE: Can Still Seek Bankruptcy Protection AGA MEDICAL: St. Jude Deal Cues Moody's Stable Outlook AGRI-BEST HOLDINGS: Taps Shaw Gussis as Bankruptcy Counsel AGRI-BEST HOLDINGS: US Trustee Names 7 Members to Creditors Panel AGRI-BEST HOLDINGS: Wants Focus Management as Financial Advisor ANGEL ACQUISITION: Earns $1.2 Million in June 30 Quarter ARROW AIR: Files Amended Schedules of Assets and Liabilities AMC ENTERTAINMENT: Fitch Affirms CCC/RR6 Rating on Sr. Sub. Notes AMERICAN ACHIEVEMENT: Moody's Reviews 'Caa1' Corp. Family Rating AMERICAN ACHIEVEMENT: S&P's Assigns 'B' Rating on Senior Notes AMERICAN COMMERCIAL: S&P Puts 'B' Rating to CreditWatch Developing ANTHONY FANUELE: Voluntary Chapter 11 Case Summary BENDA PHARMACEUTICAL: Posts $304,600 Net Loss in June 30 Quarter CALPINE CORPORATIONS: Moody's Assigns 'B1' Rating to Senior Bonds CAPMARK FINANCIAL: Committee Insists on Standing to Pursue Claims CAPMARK FINANCIAL: Seeks to Confirm Sale of Properties in Germany CAPMARK FINANCIAL: Unsecured Creditors Oppose Deal With Lenders CAPRI I: U.S. Trustee Unable to Appoint Creditors Committee CARSON VALLEY: Case Summary & 3 Largest Unsecured Creditors CATALINA INDUSTRIES: Chapter 11 Reorganization Case Dismissed CENTER POINT: Voluntary Chapter 11 Case Summary CENTERPLATE INC: S&P Assigns 'B' Corporate Credit Rating CHEMTURA CORP: Court Signs USW Retirees Settlement CHEMTURA CORP: Proposes NJ Dial Corp. Settlement CHEMTURA CORP: Tricor Claim Allowed for $2.3 Million CHEMTURA CORP: Wins Approval of Carpenter Diacetyl Settlement COLUMBIAN CHEMICALS: Moody's Assigns 'Ba3' Corp. Family Rating CONSOLIDATED HORTICULTURE: Organizational Meeting Set for Oct. 26 COOK ASSOCIATES: Utah Lease Dispute Continues in State Court DALE JARRETT: June 30 Balance Sheet Upside-Down by $154,000 DELPHI CORP: Jury Selection Starts in D&O Trial DENNY HECKER: Court Revokes Conditional Release, Wants Docs. ELEPHANT TALK: Completes US Offering of Common Stock and Warrants EQK BRIDGEVIEW: Files List of 10 Largest Unsecured Creditors EQK BRIDGEVIEW: Files Schedules of Assets & Liabilities EQK BRIDGEVIEW: Section 341(a) Meeting Scheduled for Nov. 9 FARRAHI AND ASSOCIATES: Case Summary & 3 Largest Unsec. Creditors FLEETPRIDE CORP: S&P Gives Stable Outlook, Affirms 'B' Rating FOCUS BRANDS: S&P Assigns 'B' Corporate Credit Rating FONTAINEBLEAU LV: $260.8 Mil. in Claims Change Hands in July FONTAINEBLEAU LV: Examiner Files Fee Applications FONTAINEBLEAU LV: Files List of Unpaid Debts FRONTIER AIRLINES: CEO Bedford to Roll Back Wages in 3 Years GALP CNA: Files List of 20 Largest Unsecured Creditors GALP CNA: Gets Nod to Hire Matthew Hoffman as Bankr. Counsel GARLOCK SEALING: PI Claimants Want Say in Plan Formulation GARY BURIVAL: Ch. 11 Trustee Fails in Bid to Invalidate Maly Claim GARY LABRIOLA: Case Summary & 20 Largest Unsecured Creditors GENERAL GROWTH: First City Sues Debtor Price Development GLOBAL SHIP: Posts $5.0 Million Net Loss in June 30 Quarter GREG LEDBETTER: Case Summary & 8 Largest Unsecured Creditors GREEN MOUNTAIN: S&P Assigns Corporate Credit Rating at 'B' HAWK CORP: Carlisle Deal Won't Affect Moody's 'B2' Rating HAWK CORP: S&P Changes CreditWatch on 'B' Rating to Positive HONOLULU SYMPHONY: Musicians Withdraw Charges IMH FINANCIAL: Posts $42.2 Million Net Loss in June 30 Quarter INNKEEPERS USA: Court Amends Cash Collateral Order INNKEEPERS USA: Files First Status Report on Bankruptcy Cases INNKEEPERS USA: Wants April 13 Extension for Removal Period JACOBS FINANCIAL: Delays Filing of Form 10-Q for Aug. 31 Quarter LAWRENCE DUPUY WIEDEMANN: Court Grants Turner $51,000 in Fees LEONARDUS HEIJLIGERS: Voluntary Chapter 11 Case Summary LESLIE CONTROLS: Insurers Denied Access to Asbestos Documents MAR-ROX INC: 5th Cir. Affirms Plan Rejection, Case Conversion MARY SIMMONS: Case Summary & 15 Largest Unsecured Creditors MEDICAL EDUCATIONAL: Plan Outline Hearing Set for December 1 MESA AIR: Extends Code Share Agreement With US Airways METAMORPHIX INC: Organizational Meeting to Form Panel Oct. 22 MIRA VISTA: Plan Outline Hearing Scheduled for November 29 MOUNT VERNON: Plan Promises Up to 4.2% Recovery for Unsecureds MOVIDA COMMUNICATIONS: Insider Claims v. Brightstar Dismissed NEFERTARY, INC.: Case Summary & 17 Largest Unsecured Creditors NEXT 1: Filing of Form 10-Q for August 31 will be Delayed NORTH AMERICA: Voluntary Chapter 11 Case Summary NORTH AMERICAN PETROLEUM: Securities Trading Restrictions Imposed OAKRIDGE GOLF: Voluntary Chapter 11 Case Summary OMNOVA SOLUTIONS: Moody's Assigns 'Ba2' Rating on $200 Mil. Loan ORANGE ROSE: Case Summary & 10 Largest Unsecured Creditors ORLEANS HOMEBUILDERS: Reaches Consensual Separation Deal With CEO PALAZZO HOMES: Owner Files for Chapter 7 Protection PETTERS GROUP: Trustee Aims to Recover Over $3BB in Phony Profits QWEST COMMUNICATIONS: Fitch Maintains 'BB' Issuer Default Rating R&G FINANCIAL: Bondholder Seeks Approval to Sue Directors RANCHO TOPANGA: Case Summary & 19 Largest Unsecured Creditors RAYMOND FARMER: Plan Promises to Pay Creditors in Five Years REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Rating RICHARD KLARCHEK: Taps Gregory K. Stern P.C. as Bankruptcy Counsel RICHARD KLARCHEK: Wants Filing of Schedules Extended Until Nov. 2 RICHARD KLARCHEK: Section 341(a) Meeting Scheduled for Nov. 9 RIVER ROCK: Moody's Reviews 'B2' Corporate Family Rating ROBERT NORRIS: Case Summary & 20 Largest Unsecured Creditors ROCK US: Gets Competing Offer for Rock JV Madison Ave. Building ROSETTA MILLINGTON: Voluntary Chapter 11 Case Summary SENIOR COTTAGES: Chapter 7 Trustee's Malpractice Claim Fails SENTINEL MANAGEMENT: Court Denies BNY's Dispute With Trustee SMART ALEC'S: Case Summary & 2 Largest Unsecured Creditors SOUTH BAY: Court Officially Approves Incentive Plan TACO DEL MAR: Franchise Brands Wants to Buy Assets TAMARACK RESORT: Judge to Issue Ruling on Disputed $2 Million Loan TERRESTAR NETWORKS: Files for Ch. 11 with EchoStar Deal TERRESTAR NETWORKS: Case Summary & 30 Largest Unsecured Creditors TEXAS COMPETITIVE: Fitch Assigns 'B/RR2' Rating to $350 Mil. Notes TO GOD BE THE GLORY: Voluntary Chapter 11 Case Summary TRIBUNE CO: JPMorgan, Others Seek to Block Trustee Appointment TRICO MARINE: Creditors Committee Object to Appointments TRONOX INC: Seeks Approval on $125MM Credit From Wells Fargo UNIVERSAL BUILDING: Lender Withdraw Creditor-Repayment Plan UPPER MARKET: Case Summary & 8 Largest Unsecured Creditors US AIRWAYS: Extends Code Share Agreement With Mesa Air VISTEON CORP: Judge Denies Retirees' Bid for Committee Status WESTERN WIND: Posts C$673,900 Net Loss in June 30 Quarter WHITTLE DEV'T: Court Extends Filing of Schedules Until Nov. 2 WHITTLE DEV'T: Taps Wright Ginsberg as Bankruptcy Counsel WHITTLE DEV'T: Mariah Bay Files List of 2 Largest Unsec. Creditors WHITTLE DEV'T: Section 341(a) Meeting Scheduled for Nov. 9 WILLIAM HEGGER: Case Summary & 12 Largest Unsecured Creditors WL HOMES: Arbitration Bid "Unenforceable", Homeowners Say WOUND MANAGEMENT: Posts $663,000 Net Loss in June 30 Quarter ZEIG ELECTRIC: Voluntary Chapter 11 Case Summary * September Bankruptcy Filings by Multi-Million Dollar Companies * Bankruptcy Lawyers Field Calls from Troubled Municipalities * TMA Survey Says Restructuring Revenue Flat or Decreased * Upcoming Meetings, Conferences and Seminars ********* 10905 BELLAIRE: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: 10905 Bellaire Investment, LLC 10905 Bellaire Blvd., Suite A Houston, TX 77072 Bankruptcy Case No.: 10-39244 Chapter 11 Petition Date: October 13, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: J. Craig Cowgill, Esq. J. CRAIG COWGILL & ASSOCIATES, P.C. 8100 Washington, Suite 120 Houston, TX 77007 Tel: (713) 956-0254 Fax: (713) 956-6284 E-mail: jccowgill@cowgillholmes.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-39244.pdf The petition was signed by Po Lun Huang, managing partner. 32 BROADWAY: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 32 Broadway LLC 528 Third Avenue West, Suite 101 Seattle, WA 98119 Bankruptcy Case No.: 10-22332 Chapter 11 Petition Date: October 14, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Kevin T. Helenius, Esq. 40 Lake Bellevue, Suite 100 Bellevue, WA 98005 Tel: (425) 450-7011 E-mail: efiling@kth-law.com Scheduled Assets: $5,425,000 Scheduled Debts: $2,992,418 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb10-22332.pdf The petition was signed by Steven Cupic, managing member. 556 HOLDING: Chelsea Art Museum Could Close Amid Court Battle ------------------------------------------------------------- The survival of the Chelsea Art Museum is in doubt amid a battle over control of its home, with a lender and the owner each claiming the right to sell the property, Dow Jones' DBR Small Cap reports. 556 Holding LLC is the entity that owns the building that houses the Chelsea Art Museum. The building was built in 1850 and located in the Chelsea neighborhood on the west side of Manhattan. The building is worth $20 million, says 556 Holding. New York-based 556 Holding LLC filed for Chapter 11 bankruptcy protection on August 6, 2010 (Bankr. S.D.N.Y. Case No. 10-14267). Richard Engman, Esq., at Jones Day, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. An affiliate, KDMJ Realty, Inc., filed a separate Chapter 11 petition on August 6, 2010 (Bankr. S.D.N.Y. Case No. 10-14268). A PLUS: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------- Debtor: A Plus National Management, LLC 10905 Bellaire Blvd., Suite A Houston, TX 77072 Bankruptcy Case No.: 10-39243 Chapter 11 Petition Date: October 13, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: J. Craig Cowgill, Esq. J. CRAIG COWGILL & ASSOCIATES, P.C. 8100 Washington, Suite 120 Houston, TX 77007 Tel: (713) 956-0254 Fax: (713) 956-6284 E-mail: jccowgill@cowgillholmes.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-39243.pdf The petition was signed by Po Lun Huang, managing partner. ABITIBIBOWATER INC: Terminates Backstop Agreement with Fairfax -------------------------------------------------------------- In a regulatory filing Tuesday, AbitibiBowater Inc., discloses that on October 13, 2010, the Company delivered a termination notice in respect of, and pursuant to, the Backstop Commitment Agreement dated May 24, 2010, as amended as of July 20, 2010, among the Company, on the one hand, and Fairfax Financial Holdings Ltd., Avenue Capital Management II, L.P., Paulson Credit Opportunities Master Ltd., Barclays Bank plc, Steelhead Navigator Master, L.P., J.P. Morgan Securities Inc. and Whitebox Advisors, LLC, on the other. The Agreement was entered into in connection with the creditor protection proceedings of the Company and certain of its subsidiaries. AbitiBowater refers to the Debtors' Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code and the CCAA Plan of Reorganization and Compromise together as the "plans of reorganization" and to the Company's and its affiliates' creditor protection proceedings under Chapter 11 of the U.S. Bankruptcy Code and the Companies' Creditors Arrangement Act (Canada), as applicable, as the "creditor protection proceedings". Subject to certain conditions precedent set forth in the Agreement, each backstop investor had committed to purchase its pro rata share of convertible unsecured subordinated notes not subscribed for in the rights offering contemplated in the plans of reorganization as part of the Company's exit financing. On September 21, 2010, the Company reported that it had filed a notice with the U.S. Bankruptcy Court stating that it had elected not to pursue the rights offering. As a result of the termination, the Company is required under the Agreement to pay to the backstop investors a termination payment of $15 million on the effective date of the plans of reorganization. The previously disclosed plan support agreements among the Company and each backstop investor, as contemplated by the Agreement, remain in full force and effect notwithstanding the termination of the Agreement. Fairfax is the parent company of certain lenders under the Senior Secured Superpriority Debtor in Possession Credit Agreement, dated as of April 21, 2009, as amended, by and among the Company, Bowater Incorporated, Bowater Canadian Forest Products Inc., as debtors, debtors in possession and borrowers and Law Debenture Trust Company of New York, as administrative agent and collateral agent, and the lenders party thereto. Along with certain of its subsidiaries, Fairfax also holds the 8.0% convertible notes due 2013, which are convertible into approximately 37 million shares of the Company. Fairfax and its affiliates appointed two directors to the Company's board of directors pursuant to the related note purchase agreement, including Paul C. Rivett, vice president and chief legal officer of Fairfax. About AbitibiBowater Inc. AbitibiBowater Inc. (OTC: ABWTQ) produces newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. The Company also recycles old newspapers and magazines. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15 case of ACI, et al. AbitibiBowater Inc.'s consolidated balance sheet at June 30, 2010, showed $6.649 billion in total assets, $9.437 billion in total liabilities, and a stockholders' deficit of $2.788 billion. ACCELLENT INC: Moody's Assigns 'Caa2' Rating on Senior Notes ------------------------------------------------------------ Moody's Investors Service assigned a Caa2 rating to Accellent, Inc.'s new senior subordinated notes offering. At the same time, Moody's affirmed the company's existing B3 Corporate Family and Probability of Default ratings and, the SGL-2 speculative grade liquidity rating. The rating outlook is stable. Proceeds from the note offering will be used to refinance the company's existing $295 million senior subordinated notes due 2013. Moody's plans to withdraw the rating on the notes upon completion of the transaction. Accellent, Inc. Rating Assigned: -- $315 million senior subordinated notes due 2017 at Caa2 (LGD- 5, 82%) Ratings affirmed: -- Corporate Family Rating at B3; -- Probability of Default Rating at B3; -- $75 million ABL revolver at Ba3 (LGD1, 2%) -- $400 million senior secured notes at B1 (LGD3, 31%); -- Speculative grade liquidity rating at SGL-2; Rating to be withdrawn: -- $295 million senior subordinated notes due 2013 at Caa2 (LGD5, 83%). Ratings Rationale Accellent's B3 CFR reflects the company's very high leverage, partially offset by stabilizing profitability and cash flow generation. As a leading outsource manufacturer of medical devices in a highly fragmented field, Accellent is still relatively small in terms of revenues and its dependence on its end-users provides additional risk. Sales growth has slowed due in part to declining sales in Orthopedic products, as well as a general slowdown in elective procedures tied to the economy. Going forward, Moody's expect Accellent to continue to focus on internal operating performance to help offset top-line constraints. However, expanding manufacturing capabilities via acquisitions may also drive future growth. The stable outlook reflects Moody's belief that pressure on top- line growth will be offset by improved operating performance and cash flows. In addition, the stable outlook assumes that given already high leverage, the company will not engage in debt- financed acquisitions. Upward movement may be considered if top-line growth improves and credit ratios, including CFO/Debt, FCF/Debt and Debt/EBITDA, appear sustainable in at least the mid -"B" range. If top-line pressure accelerates such that operating margins and cash flow generation weaken, the ratings could face pressure. In addition, if the company engages in debt-funded acquisitions, the ratings could be downgraded. Accellent, Inc., is an outsourcing company that performs manufacturing and engineering services, primarily for leading companies in several segments of the medical device industry. Accellent is a holding company that is owned by affiliates of Kohlberg Kravis Roberts & Co. and Bain Capital LLC following their acquisition of Accellent in November 2005. The company reported net sales of approximately $478 million for the last twelve months end June 30, 2010. ACCELLENT INC: S&P Assigns 'CCC+' Rating to $315 Mil. Notes ----------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'CCC+' issue-level credit rating to Wilmington, Mass.-based Accellent Inc.'s proposed $315 million senior subordinated notes maturing 2017. At the same time, S&P assigned a '6' recovery rating, indicating S&P's expectation for negligible (0-10%) recovery in the event of payment default. All other ratings on the company, including the 'B' corporate credit rating, remain unchanged. The outlook remains stable. The senior subordinated notes will be issued by Accellent Inc. Proceeds will be used to tender the company's existing $295 million (outstanding) 10.5% senior subordinated notes due 2013, pay the tender premium, and fund transaction expenses. The issuance of these notes will leave the company's total debt outstanding largely unchanged while pushing out the maturity of the subordinated debt. The speculative-grade rating on Accellent reflects S&P's expectation that leverage will remain high, at more than 5x, over the next two years, based on the substantial debt that originated with the 2005 acquisition by Kohlberg Kravis and Roberts. Market based pressures and the still-weak economy will continue to impact revenue growth. Although Accellent's restructuring programs, and any economic improvement, could contribute to improving trends, S&P believes these gains will be incremental rather than transformative. Ratings List Accellent Inc. Corporate credit rating B/Stable/-- Ratings Assigned $315 mil. senior sub nts due 2017 CCC+ Recovery rating 6 ACME CAKE: Can Still Seek Bankruptcy Protection ----------------------------------------------- Sabatini Frozen Foods LLC sought dismissal of the bankruptcy case of Acme Cake Co., Inc., with prejudice, arguing that it is unfair to allow the Debtor to seek bankruptcy protection again, receive the benefit of the automatic stay, and thereby frustrate Sabatini's efforts to enforce its judgment. The Hon. Carla E. Craig, however, denies the request. Judge Craig concludes that dismissal with prejudice is not warranted. She says the relief is appropriate in circumstances where the debtor abused the bankruptcy process, for example, by filing in bad faith. There is no evidence in the record that the Debtor abused the bankruptcy process, and therefore, dismissal with prejudice is not warranted. In the same ruling, the Court denies the request by Kelley Drye & Warren to appoint a Chapter 11 trustee or convert the case to one under chapter 7 of the Bankruptcy Code. Kelley Drye is the former counsel to the Committee of Unsecured Creditors in the case. Sabatini is the chairman of the Committee. The Court also approved a slew of fee applications from bankruptcy professionals employed in the case. Sabatini had argued that cause existed to dismiss the case because the Debtor failed to file a confirmable plan. The most recent plan had proposed to pay unsecured creditors 2%. Sabatini, which dominates the class of unsecured creditors with a claim in excess of $1.7 million, stated that it will not vote to accept a plan unless it is satisfied with the amount to be paid to unsecured creditors, and the proposed distribution was unacceptable. Therefore, there was no impaired accepting class of creditors necessary to confirm the plan, as required by Sec. 1129(a)(10) of the Bankruptcy Code. Sabatini also argued that the Debtor suffered continuing losses, and has no reasonable likelihood of reorganization. The Debtor cannot sell assets pursuant to a plan, as the Debtor proposed, because the Debtor's board had not approved the sale. Any sale would violate applicable N.Y. state law. On August 11, 2010, the Court determined that cause existed under Sec. 1112 to dismiss or convert the case because the Debtor failed to propose a confirmable plan, and because of the uncontested facts that the estate was administratively insolvent and was suffering continuing losses. The Court also noted that the Debtor abandoned any effort to reorganize by filing an application to convert the case to one under chapter 7. Sabatini then sought dismissal of the case with prejudice. The Court did not bite since this wasn't part of Sabatini's original request. The Debtor and Kelley Drye also countered. The Debtor proposed case dismissal without prejudice. Kelly Drye proposed that, pursuant to Sec. 349(b)(3), the assets not revest with the Debtor upon dismissal, so that the Court decide pending fee applications and so that bankruptcy professionals would be paid prior to revesting of the assets. On August 26, the Court deferred entry of an order dismissing the case until the fee applications were heard. A copy of the Court's decision dated Oct. 18, 2010, is available at http://is.gd/g8btvfrom Leagle.com Acme Cake Co., Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 08-41965) on April 2, 2008, after a jury verdict was rendered in favor of Sabatini in excess of $1.7 million. The bankruptcy petition was filed prior to entry of the judgment. The Company estimated under $1 million in assets and debts in its petition. Weinberg, Gross & Pergament LLP served as Debtor's counsel. Stuart, Edelstein, Linderman & Co, Inc., acted as accountants for the Debtor. Finkel Goldstein Rosenbloom & Nash, LLP, served as attorneys for the Committee. Kelley Drye replaced Finkel Goldstein in November 2008. Backenroth, Frankel & Krinsky, LLP replaced Kelley Drye in July 2009. AGA MEDICAL: St. Jude Deal Cues Moody's Stable Outlook ------------------------------------------------------ Moody's Investors Service changed the rating outlook for St. Jude Medical (Baa1 senior unsecured) to stable from positive following the company's announcement that it was acquiring AGA Medical Corporation (B3 CFR), a leading maker of occlusion devices for structural heart defects, for about $1.3 billion in stock and cash, and that its board had authorized a new share buyback program totaling $600 million. At the same time, Moody's affirmed St. Jude's Baa1 long-term debt ratings and its Prime-2 short-term rating. In addition, Moody's placed AGA Medical's ratings under review for possible upgrade. The change in outlook reflects Moody's belief that because of additional leverage associated with what appears to be a richly priced transaction and a subsequent share buyback, St. Jude will not be able to sustain credit metrics (in at least the mid-"A" range) that will position it for an upgrade over the next 12 to 18 months. "St. Jude's appetite for leverage is somewhat more aggressive than expected when Moody's assigned the positive outlook last year," said Diana Lee, a Senior Credit Officer at Moody's. Immediately following these transactions, credit metrics are expected to decline to levels that are not strongly positioned for a Baa1 rating. The stable outlook reflects Moody's expectation that credit metrics will return to levels appropriate for a Baa1 rating as St. Jude deleverages. In addition, the outlook incorporates Moody's expectation that St. Jude will not utilize high levels of short term borrowings to execute these transactions. St. Jude's Baa1 ratings consider the company's high concentration in cardiac rhythm management products, which have been challenged by low single digit market growth rates. After experiencing relatively weak growth in 2009, St. Jude's core CRM division returned to better than market growth rates, due in part to new product launches and a recall of a competitor's product. St. Jude is also among the leaders in smaller, developing markets such as atrial fibrillation and neuromodulation, although recent growth rates have also moderated in these areas, highlighting ongoing competitive pressures across all of its segments. The acquisition of AGA Medical -- which has enjoyed strong growth rates -- should better position St. Jude as a leading player in the structural heart market. The ratings also consider the company's focus on shareholder initiatives, highlighted by significant buybacks, and the potential for additional acquisitions, especially if CRM market growth rates remain soft. If the company continues to make large debt-financed acquisitions or buybacks such that credit metrics fall to the "Baa" range, the ratings could come under pressure. If, however, St. Jude deleverages and can maintain lower debt levels, and can enjoy above market growth rates so that credit metrics can be sustained at least at the mid-"A" level, the outlook or ratings could improve. Ratings affirmed with a stable outlook: St. Jude Medical: -- Baa1 senior unsecured notes -- (P)Baa1 senior unsecured shelf -- Prime-2 short-term rating Ratings placed under review for possible upgrade: AGA Medical Corporation -- B3 Corporate Family Rating -- B3 PDR -- B2 Senior Secured Bank Facility If AGA Medical's bank facility remains outstanding, the rating review will consider any expected improvement in the company's credit profile and any support mechanisms provided by St. Jude. If the bank facility is terminated, Moody's will withdraw the company's ratings. If the transaction does not close, Moody's anticipates confirming AGA Medical's ratings at the existing level. St. Jude Medical, headquartered in Minneapolis, Minnesota, is a leading manufacturer of medical devices used in the treatment of cardiac disease. The company generated approximately $4.9 billion in revenues for the twelve months ended July 3, 2010. AGA Medical Corporation, headquartered in Plymouth, Minnesota, is a leading manufacturer of minimally invasive nitinol-based occlusion devices for the treatment of cardiovascular defects and peripheral vascular disease. The company generated approximately $209 million in revenues for the twelve months ended June 30, 2010. AGRI-BEST HOLDINGS: Taps Shaw Gussis as Bankruptcy Counsel ---------------------------------------------------------- Agri-Best Holdings, LLC, et al., ask for authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Shaw Gussis Fishman Glantz Wolfson & Towbin LLC as bankruptcy counsel. Shaw Gussis will, among other things: a. advise the Debtors with respect to asset dispositions, including sales, abandonments, and assumptions or rejections of executory contracts and unexpired leases, and take actions as may be necessary to effectuate those dispositions; b. assist the Debtors in the negotiation, formulation and drafting of a Chapter 11 plan; c. take actions as may be necessary with respect to claims that may be asserted against the Debtors and property of their estates; and d. prepare applications, motions, complaints, orders and other legal documents as may be necessary in connection with the appropriate administration of the cases. The hourly rates of Shaw Gussis' personnel are: Member $370-$600 Associates $245-$335 Steven B. Towbin, Esq., a member at Shaw Gussis, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein Solutions and Agri-Best Properties, LLC, processes and distributes portion control meat products to national restaurant chains, food distributors, and consumers. Agri-Best and its affiliates filed for Chapter 11 bankruptcy protection on October 5, 2010 (Bankr. N.D. Ill. Lead Case No. 10- 44595). Focus Management Group USA, Inc., is the Debtors' financial advisor. Agri-Best estimated its assets and debts at $10 million to $50 million as of the Petition Date. AGRI-BEST HOLDINGS: US Trustee Names 7 Members to Creditors Panel ----------------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 11, appoints seven members to the Official Committee of Unsecured Creditors in Agri- Best Holdings, LLC, et al.'s Chapter 11 cases. The Committee members include: 1) The Ettlinger Corporation Attn: Peter Ettlinger 175 Olde Half Day Road, Ste. 247 Lincolnshire, IL 60069 2) Marcus Foods Attn: Keith Alter 240 N. Rock Road, Ste. 246 Wichita, KA 67206 3) Midland Paper Company Attn: Ralph DeLetto 101 E. Palatine Road Wheeling, IL 60090 4) Amigos Foods Attn: Manny Rangel, Jr. 5251 S. Millard Chicago, IL 60632 5) Lincoln Provision Inc. Attn: Niteen N. Joshi 824 West 38th Place Chicago, IL 60609 6) Cryovac-Sealed Air Corporation Attn: Michael Wallace P.O. Box 464 Duncan, SC 29334 7) Rudd Container Corporation Attn: Darrell J. Rudd 4600 S. Kolin Chicago, IL 60632 Peter Ettlinger is the interim creditors' committee chairman. Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein Solutions and Agri-Best Properties, LLC, processes and distributes portion control meat products to national restaurant chains, food distributors, and consumers. Agri-Best and its affiliates filed for Chapter 11 bankruptcy protection on October 5, 2010 (Bankr. N.D. Ill. Lead Case No. 10- 44595). Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, assists the Debtor in its restructuring effort. Focus Management Group USA, Inc., is the Debtors' financial advisor. Agri-Best estimated its assets and debts at $10 million to $50 million as of the Petition Date. AGRI-BEST HOLDINGS: Wants Focus Management as Financial Advisor --------------------------------------------------------------- Agri-Best Holdings, LLC, et al., ask for authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Focus Management Group USA, Inc., as financial advisor. Focus Management will, among other things: a. assist the Debtors in the preparation and management of their bankruptcy cases; b. assist the Debtors in the preparation of all budgets and other reports, including monthly operating reports; c. assist the Debtors in the preparation of their Statements of Financial Affairs and Schedules; and d. assist the Debtors in communicating with their customers, vendors, employees and other stakeholders in the Debtors' business regarding the status of the Cases including the preparation of initial communication materials and updates as necessary. Focus Management will be paid $325 to $375 per hour for its services. J. Tim Pruban, Focus Management's president, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein Solutions and Agri-Best Properties, LLC, processes and distributes portion control meat products to national restaurant chains, food distributors, and consumers. Agri-Best and its affiliates filed for Chapter 11 bankruptcy protection on October 5, 2010 (Bankr. N.D. Ill. Lead Case No. 10- 44595). Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, assists the Debtor in its restructuring effort. Agri-Best estimated its assets and debts at $10 million to $50 million as of the Petition Date. ANGEL ACQUISITION: Earns $1.2 Million in June 30 Quarter -------------------------------------------------------- Angel Acquisition Corp. filed its quarterly report on Form 10-Q, reporting net income of $1.2 million on $47,278 of revenue for the three months ended June 30, 2010, compared with a net loss of $187,054 on $46,244 of revenue for the same period in 2009. During the quarter ended June 30, 2010, convertible debt of $1.0 million plus the related accrued derivative was forgiven by the note holder. In addition accrued salaries and accrued payroll taxes due to the major stockholder was also forgiven. The total amount forgiven equaled approximately $1.6 million. As of June 30, 2010, the Company had a deficiency in working capital of $745,681. The Company's balance sheet at June 30, 2010, showed $1.7 million in total assets, $2.1 million in total liabilities, and a stockholders' deficit of $360,084. Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company is dependent upon the available cash on hand and either future sales of securities or upon its current management or advances or loans from controlling shareholders or corporate officers to provide sufficient working capital. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6caa About Angel Acquisition Carson City, Nev.-based Angel Acquisition Corp. was incorporated under the laws of the state of Nevada on March 10, 1999, under the name Palomar Enterprises, Inc. On February 5, 2008, the Company changed its name to Angel Acquisition Corp. to properly reflect the change in business direction. The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer. ARROW AIR: Files Amended Schedules of Assets and Liabilities ------------------------------------------------------------ Arrow Air, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $40,587,378 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $54,280,859 E. Creditors Holding Unsecured Priority Claims $64,470 F. Creditors Holding Unsecured Non-priority Claims $32,865,699 ----------- ----------- TOTAL $40,587,378 $87,211,028 A full-text copy of the Amended Schedules is available for free at http://bankrupt.com/misc/ArrowAir_amendedSAL.pdf In its original Schedules, the Debtor disclosed $40,246,024 in assets and $87,212,942 in liabilities. About Arrow Air Miami, Florida-based Arrow Air, Inc., provides scheduled and charter cargo logistics services between the United States, Central and South America, and the Caribbean. The Company is a wholly owned subsidiary of Arrow Air Holdings Corp., which is 95% owned by an affiliate of MatlinPatterson Global Opportunities Partners III. Arrow Air, Inc., dba Arrow Cargo, filed for Chapter 11 bankruptcy protection on June 30, 2010 (Bankr. S.D. Fla. Case No. 10-28831). Jordi Guso, Esq., in Miami, Florida, represents the Debtor in its restructuring effort. The Chapter 11 case is Arrow's third. Arrow halted operations the day before the Chapter 11 filing. Arrow Air intends to liquidate under Chapter 11. AMC ENTERTAINMENT: Fitch Affirms CCC/RR6 Rating on Sr. Sub. Notes ----------------------------------------------------------------- Fitch Ratings has affirmed the ratings of AMC Entertainment Inc., Marquee Holdings Inc. (parent company), and AMC Entertainment Holdings, Inc. (parent of Marquee). The Rating Outlook is Stable. A full rating list is shown below. Rating Rationale: -- AMC's ratings are supported by the company's competitive positioning as the second-largest domestic movie exhibitor, with 382 theatres and 5,342 screens, and with a leading market share in many of the largest designated market areas. -- Fitch believes movie exhibition will continue to be a key promotion window for the movie studios' biggest/most profitable releases. -- In the near term, Fitch expects box office revenue for the remainder of 2010 and 2011 to be fueled by the premium pricing charged on 3-D films as major 3-D films continue to be released, along with the growing capacity of 3-D capable screens. However, Fitch continues to expect that the movie exhibitor industry will be challenged in growing attendance and any potential attendance declines will offset some of the growth in average ticket prices. Fitch expects that the remaining 2010 film slate and the announced 2011 films (which includes several releases from Marvel and DC Comics, as well as nine sequels) will be able to draw sufficient attendance to maintain current attendance levels or at least keep declines in the 1% to 2% range. -- Fitch notes that concession revenues have remained relatively stable despite the weak economic conditions. While Fitch does not anticipate a significant decline in concession per patron, Fitch remains cautious that high margin concessions (which represent 27% of AMC's total revenues and carry 88% gross margins), may be vulnerable to reduced per-guest concession spending due to cyclical factors or a re- acceleration of commodity prices. -- The ratings also incorporate the intermediate/long-term risks associated with increased competition from at-home entertainment media, limited control over revenue trends, the pressure on film distribution windows, increasing indirect competition from other distribution channels (such as DVD, VOD, and the Internet), and high operating leverage (which could make theater operators free cash flow negative during periods of reduced attendance). In addition, AMC and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. Key Rating Drivers: -- Assuming all things are equal, an attendance decline of 10% to 12.5% (more than the 2005 8% industry attendance decline) could lead to a negative rating action for AMC. Fitch estimates that due to the fixed cost structure nature of movie exhibitors, a 10%-12.5% decline in attendance coupled with the inability to drive growth in concession per patron could result in EBITDA declines in excess of 30%, driving interest coverage below 1.5 times. -- The proposed initial public offering, in its current form with expected proceeds of $450 million, is a positive to the credit profile, however, Fitch expects the rating of AMC to remain unchanged following the IPO. Proceeds of the IPO are expected to be used primarily to repay the facility at AMC Holdco, the senior discount note at Marquee and a $28 million payment to the Sponsors. The IPO is expected to reduce gross unadjusted leverage below 6.0x and improve interest coverage above 2.0x (figures are also pro forma for the Kerasotes acquisition). Positive rating actions could be considered if credit metrics continue to improve and can be sustained, with gross unadjusted leverage reaching 4.5x. As of July 1, 2010, when considering liquidity, AMC had $288 million in cash and $113 million in cash at AMC Super Holdco, for a total consolidated cash position of $401 million. Given the private equity ownership, Fitch has been cautious when considering AMC Super Holdco cash for liquidity purposes. Liquidity is also supported by approximately $187 million in availability under AMC's $200 million secured credit facility (reduced by $12.7 million in letters of credit) due 2012. The secured credit agreement contains a secured leverage covenant of 3.25x, which is calculated on a net basis. The company has ample room under this covenant. The company's maturity schedule is manageable. AMC's first material maturity is its revolving credit facility, which comes due in 2012. AMC's term loan amortizes annually at $6.5 million and has a final maturity in January 2013. Free cash flow for July 1, 2010, latest 12 months was a positive $47.5 million. Before factoring in any potential dividend post the IPO, Fitch expects FCF to be approximately $100 million for the fiscal years ended 2011 and 2012. This is based on Fitch's expectation of relatively flat revenues and EBITDA in 2010 (pro forma for the Kerasotes acquisition) and 2012 revenue growth in the low single digits and EBITDA growth in the mid single digits, reflecting the company's operating leverage. As of July 1, 2010, Fitch calculates (pro forma for the Kerasotes acquisition) adjusted gross leverage at 6.0x (unadjusted gross leverage is at 7.0x) and if the National CineMedia LLC dividend is included in EBITDA, adjusted gross leverage is at 5.8x (unadjusted gross leverage is at 6.4x). Fitch expects these metrics to improve over time with Fitch adjusted gross leverage reaching approximately 5.5x by fiscal year end 2012 (if the IPO is successful, Fitch expects this metric to be approximately 5.0x by fiscal year end 2012). AMC's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company and, hence, recovery rates for its creditors, will be maximized in a restructuring scenario (going concern) rather than a liquidation. Fitch estimates an adjusted, distressed enterprise valuation of $1.2 billion using a 5x multiple and including an estimate for AMC's 17% stake in NCM (after accounting for AMC sale of a portion of its NCM stake) of approximately $123 million. Based on this enterprise valuation, overall recovery for total debt is approximately 50% (this is before any administrative claims). The 'RR1' Recovery Rating for the company's secured bank facilities reflects Fitch's belief that 91%-100% expected recovery is reasonable. While Fitch does not assign Recovery Ratings for the company's operating lease obligations, it is assumed the company rejects only 30% of its remaining $3.9 billion in operating lease commitments due to their significance to the operations in a going-concern scenario and is liable for 15% of those rejected values (at a net present value). The 'RR4' Recovery Ratings for AMC's senior unsecured notes (equal in ranking to the rejected operating leases) reflect an expectation of 31%-50% recovery. As a result of the potential for 100% recovery for the senior secured debt in Fitch's recovery analysis, Fitch assumes a nominal concession payment is made to the subordinate debt holders in order to secure their support of a reorganization plan. The 'CCC/RR6' rating for AMC's senior subordinated notes reflects the bonds' structural seniority over Marquee's and AMC Holdco's debt ('CC/RR6') and Fitch's expectation for nominal recovery. Fitch has affirmed these ratings: AMC -- Issuer Default Rating at 'B'; -- Senior secured credit facilities at 'BB/RR1'; -- Senior unsecured notes at 'B/RR4'; -- Senior subordinated notes at 'CCC/RR6'. Marquee -- IDR at 'B'; -- Senior discount notes at 'CC'/RR6'. AMC Holdco -- IDR at 'B'; -- Senior unsecured term loan 'CC'/RR6'. AMERICAN ACHIEVEMENT: Moody's Reviews 'Caa1' Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service placed American Achievement Group Holding Corp.'s Caa1 corporate family rating and Caa2 probability of default rating under review for possible upgrade following the announcement of a proposed refinancing of the company's capital structure. Following the close of the transaction and review of final documentation, the corporate family rating is expected to be raised to B3 and the probability of default rating upgraded by two notches to the same level as the corporate family in order to reflect the diminished risk of default. Moody's has also assigned a (P)B3 rating to the $365 million of American Achievement Corporation's senior secured notes. Also following the close, the existing debt instrument ratings will be withdrawn and the rating outlook changed to stable. Ratings Rationale Importantly, the new capital structure (comprised almost exclusively of the senior secured notes and an approximately $55 million revolving credit facility unrated by Moody's) alleviates concerns regarding the company's maturity profile and will limit shareholder de-capitalization. The review for possible upgrade also considers AAC's relatively stable operating performance through the economic downturn and its ability to generate free cash flow historically despite pressure on the top line. The ratings continue to incorporate AAC's small scale, still quite high leverage, modest interest coverage and negligible projected free cash flow over the next 18 months balanced by its sizable market position in the school ring and yearbook space, attractive operating margins and the expectation of debt reduction through EBITDA growth over the intermediate term. These ratings were placed under review for upgrade: American Achievement Group Holding Corp. -- Caa1 Corporate Family Rating -- Caa2 Probability of Default Rating Ratings to be withdrawn upon closing of the transaction: American Achievement Group Holding Corp. -- Senior PIK notes due 2012 at Caa3 AAC Group Holding Corp. -- $132 million Senior discount notes due 2012 at Caa2 American Achievement Corporation -- $150 million senior subordinated notes due 2012 at B2 -- $40 million senior secured revolving credit facility due 2010 at B1 -- $70 million senior secured term loan due 2011 at B1 American Achievement Corporation These ratings were assigned: -- $365 million senior secured notes at (P)B3 (LGD-4, 57%) Moody's last rating action was on August 17, 2009, when Moody's affirmed the company's corporate family rating at Caa1 and removed the limited default from the probability of default rating. Headquartered in Austin, Texas, American Achievement Corporation is a leading provider of school-related affinity products and services. The company holds strong market shares in each of its product segments -- yearbooks, class rings, and graduation products. Revenues for the last 12 months ended February 27, 2010, were $285 million. AAC is owned by the private equity firm, Fenway Partners, LLC. AMERICAN ACHIEVEMENT: S&P's Assigns 'B' Rating on Senior Notes -------------------------------------------------------------- Standard & Poor's Ratings Services assigned Austin, Texas-based American Achievement Corp.'s proposed senior secured second-lien notes due 2016 its preliminary issue-level rating of 'B'. S&P also assigned this debt a preliminary recovery rating of '4', indicating S&P's expectation of average (30% to 50%) recovery for noteholders in the event of a payment default. At the same time, S&P placed its 'B-' corporate credit rating for American Achievement Corp. on CreditWatch with positive implications. American Achievement plans to use proceeds from the new second- lien notes to refinance its entire capital structure. The refinancing transaction would relieve pressure from the company's current near-term and medium-term maturities. S&P expects to withdraw all ratings on the existing capital structure upon completion of the refinancing transaction. "The positive CreditWatch listing reflects the improvement to the company's liquidity profile if the refinancing transaction is completed," said Standard & Poor's credit analyst Tulip Lim. The 'B-' corporate credit rating reflects S&P's expectation that debt leverage will remain high and interest coverage will remain weak. It also reflects American Achievement's significant maturities in 2012 if the refinancing is not completed. Leverage will increase slightly as a result of the proposed transaction. At May 31, 2010, American Achievement's leverage was 6.4x. Pro forma adjusted leverage, which includes the new preferred stock and is calculated using reported EBITDA, will remain high, at 6.7x, but in line with the indicative debt-to- EBITDA ratio for the rating category. Adjusted interest coverage was 1.4x for the last 12 months ended May 31, 2010, which improved from 1x for the same period last year, primarily due to the subpar debt repurchases in February and August 2009. Pro forma for the transaction, the company's adjusted interest coverage and unadjusted coverage of cash interest were about 1.4x. American Achievement generated positive discretionary cash flow for the last 12 months ended May 31, 2010. S&P expects that leverage will increase in 2011 due to lower EBITDA, and that discretionary cash flow in 2011 could be significantly hampered by lower EBITDA and higher capital spending. After the proposed transaction closes, S&P expects American Achievement to have adequate sources of liquidity to cover its needs over the near term. Liquidity sources include a modest cash balance and a new $54.7 million revolving credit facility, of which S&P expects $37 million to be drawn when the transaction closes. S&P believes the company will have an adequate cushion of compliance with its financial covenants at closing. If the refinancing is not completed, both the term loan and revolver will mature in March 2011. The company has been repaying its term loan with free cash flow, and S&P currently expects that, absent this transaction, the company would still have sufficient flexibility to refinance modest outstanding amounts under its term loan indebtedness prior to the maturity, based on its level of senior secured leverage. Notes totaling about $350 million (including accretion) at American Achievement Corp. and at the parent and intermediate holding companies are currently set to mature in 2012. AMERICAN COMMERCIAL: S&P Puts 'B' Rating to CreditWatch Developing ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its 'B' long-term corporate credit rating and its 'B+' issue-level ratings on American Commercial Lines Inc., on CreditWatch with developing implications. The '2' recovery rating (reflecting a substantial [70%-90%] recovery in a payment default scenario) remains unchanged and is not on CreditWatch. The CreditWatch action reflects the potential for a change in the company's financial profile, financial policies, and operating prospects if a sale of the company goes through," said Standard & Poor's credit analyst Funmi Afonja. "S&P's ratings on Jeffersonville, Ind.-based ACL reflect its highly leveraged financial profile and participation in the highly competitive and capital-intensive barge shipping industry. The ratings also reflect ACL's exposure to various demand swings due to economic changes, seasonally fluctuating export volumes, and vulnerability to weather-related disruptions to operations." Positive credit factors include the company's substantial market position in the U.S. domestic inland barge dry cargo industry, with some diversification from its liquid barge transportation and manufacturing segments, and competitive barriers to entry under the Jones Act (which requires that U.S.-built vessels registered in the U.S. with crews consisting of U.S. citizens carry shipments between U.S. ports; these requirements prevent direct competition from foreign-flagged vessels). ACL operates a fleet of Jones Act- qualified vessels. ACL may solicit acquisition proposal from third parties through Nov. 27, 2010. If the sale goes through, S&P expects the transaction to likely close before the end of the year. In resolving the CreditWatch listing, S&P will assess the outcome of a potential sale of the company and the effects it could have on the company's financial profile, financial policies, and operating prospects. ANTHONY FANUELE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Anthony V. Fanuele 5 Navajo Drive Wilmington, MA 01887 Bankruptcy Case No.: 10-21283 Chapter 11 Petition Date: October 17, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Henry J. Boroff Debtor's Counsel: Michael Van Dam, Esq. VAN DAM & TRAINI, LLP 60 William Street, Suite 300 Wellesley, MA 02481 Tel: (617) 969-2900 Fax: (617) 964-4631 E-mail: mvandam@trainilaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of creditors together with its petition. BENDA PHARMACEUTICAL: Posts $304,600 Net Loss in June 30 Quarter ---------------------------------------------------------------- Benda Pharmaceutical, Inc., filed its quarterly report on Form 10-Q., reporting a net loss of $304,614 on $6.0 million of revenue for the three months ended June 30, 2010, compared with a net loss of $1.3 million on $5.9 million of revenue for the same period last year. General and administrative decreased by $2.2 million (or 75.17%) to $718,621 million for the three months ended June 30, 2010, from $2.9 million for the three months ended June 30, 2009, primarily due to less bad debt expense incurred in 2010. The Company had operating income of $384,474 for the three months ended June 30, 2010, while the operating loss from comparative period for 2009 was $1.2 million. The Company's balance sheet at June 30, 2010, showed $67.2 million in total assets, $52.8 million in total liabilities, and stockholders equity of $14.4 million. As reported in the Troubled Company Reporter on May 25, 2010, MaloneBailey, LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company has incurred losses for the year ended December 31, 2009, and had a working capital deficiency at December 31, 2009. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6cae About Benda Pharmaceutical Based in Wuhan, Hubei Province, in the People's Republic of China, Benda Pharmaceutical, Inc. (OTC: BPMA) is engaged principally in the business of identifying, discovering, developing, and manufacturing conventional medicines, active pharmaceuticals, bulk chemicals (or pharmaceutical immediates), and Traditional Chinese Medicines for the treatment of some of the most widespread common ailments and diseases. CALPINE CORPORATIONS: Moody's Assigns 'B1' Rating to Senior Bonds ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Calpine Corporations planned issuance of senior secured bonds due 2021. Calpine's rating outlook is stable. Ratings Rationale The B1 rating assigned to the senior secured notes reflects the pari-passu first lien collateral position of noteholders relative to the company's existing secured revolver and term loan (rated B1) lenders. Moody's observes that while the first lien secured note holders will share in the collateral on a pari-passu basis, note holders will have limits placed on its voting rights in certain circumstances until such time as the RC and term loan has been reduced to less than $500 million. While these limitations serve to weaken noteholders' position relative to the RC and term loan lenders, it is not considered material enough to warrant a different rating on the notes. The B1 rating reflects continued improvement in the company's overall financial performance and an expectation for strengthened cash flow and earnings following the July 1st purchase of the Conectiv Energy's generation assets. The rating also considers actions taken by the company to produce more predictable cash flow and earnings over the intermediate term through new contracted projects being developed and bilateral arrangements in place between the company and various end-users. The rating considers the company's hedging program, a favorable environmental profile, and the sustained operating performance of the generation fleet. At 12 months ending June 30, 2010, Moody's calculate the ratio of Calpine's cash flow (CFO-pre W/C) to debt at 9.3%, its cash flow coverage of interest at 2.1x and its free cash flow to debt at 7.7%. In light of these operating results and the incremental cash flow and earnings expected from the Conectiv assets, Moody's believe that future financial performance will position the company Corporate Family Rating reasonably well as a strong "B" rated unregulated wholesale power company. Proceeds from the offering will be used to repay a similar amount of debt outstanding under the company's senior secured term loan. With the completion of this transaction, Calpine will have substantially addressed the 2014 refinancing risk that had existed by extending debt maturities into 2021. Prior to this offering, Calpine has refinanced $2.7 billion of the original $6.0 billion secured term loan through a $1.2 billion 7.25% senior secured offering in November 2009, a $400 million 8.0% senior secured offering in June 2010 and a $1.1 billion 7.875% senior secured offering in July 2010. The stable rating outlook reflects Moody's expectation for continued execution of the company's strategy through strong plant performance and a carefully implemented hedging strategy which is expected to result in free cash flow generation helping to facilitate consolidated debt reduction. In light of the May 2010 rating upgrade, limited prospects exist for the CFR to be upgraded in the near-term. Calpine's CFR could be upgraded if the company's ratio of free cash flow to debt reaches the high single digits, its cash flow to debt exceeds 12%, and cash coverage of interest expense is above 2.3x on a sustainable basis. The rating could be downgraded if the company is unable to successfully execute on its current plan through strong plant performance and a carefully implemented hedging strategy that results in free cash flow generation which helps facilitate consolidated debt reduction. Specifically, Calpine's CFR could be downgraded if the company's cash flow to debt drops below 7%, and its cash coverage of interest expense falls below 1.8x for an extended period. Assignments: Issuer: Calpine Corporation -- Senior Secured Regular Bond/Debenture, Assigned B1 (LGD4, 50%) Headquartered in Houston, Texas, Calpine is a major U.S. independent power company that owns 93 operating power plants with an aggregate generation capacity of nearly 29,000. For the 12 months ending June 30, 2010, Calpine had operating revenues of $6.4 billion. CAPMARK FINANCIAL: Committee Insists on Standing to Pursue Claims ----------------------------------------------------------------- The Official Committee of Unsecured Creditors for Capmark Financial Group Inc. and its units asks the U.S. Bankruptcy Court for the District of Delaware to grant it standing to pursue insider preference claims. The Committee contends that it should be authorized to prosecute preference claims against prepetition lenders known as the Dune Real Estate and the Goldman Lenders because no party objected to the Standing Motion as it relates to Insider Preference Claims, and the Goldman Lenders practically endorsed the Standing Motion, conceding that the "standard for granting the Committee standing and authority to prosecute claims . . . is not a particularly high standard to meet" and that the Goldman Lenders did not care which entity prosecutes the "frivolous" action. To recall, the Committee alleges that the Debtors, the Agents under their Prepetition Credit Facilities, and many of their prepetition lenders, including insiders, orchestrated and effectuated a prepetition transfer of $1.5 billion of secured debt incurred by Capmark Financial Group, Inc., and its guarantor subsidiaries merely five months before the bankruptcy filing. The Committee complained that the Debtors failed to pursue a "Constructive Fraudulent Conveyance Claim". The Proposed Complaint seeks to avoid the Secured Debt and the liens that secured it as constructively fraudulent pursuant to Section 548 of the Bankruptcy Code and applicable state law. The Committee asserts that successful prosecution of the Constructive Fraudulent Conveyance Claims is not only likely, but certain, to benefit the Debtors' estates, as avoidance of the liens granted in connection with the Secured Credit Facility would yield up to $1.5 billion for distribution to unsecured creditors. The Committee relates that it has set forth in detail its probability of success well beyond what it believes is required for any limited cost-benefit analysis that may be conducted in connection with derivative standing. According to the Committee, even the Debtors cannot contest that the size of financial recovery in the event of success is enormous as up to $1.5 billion could become available for distribution to unsecured creditors. The Committee maintains that it has become more clear now that it is the only independent estate fiduciary that is willing and able to fairly and impartially investigate and pursue the Claims. The appointment of a trustee or conversion of the Debtors' cases would significantly increase the administrative burden on the Debtors' estates to the detriment of all stakeholders, the Committee says. The Committee notes that the costs and other potential downsides of pursuing the Claims would be minimal. The only cost in granting the Standing Motion would be professional fees, which would come out of the liquidating estates' funds that would otherwise be available for distribution to the Committee's own unsecured constituents, who strongly believe that the Committee should gain control of the Constructive Fraudulent Claim and Insider Preference Claims, the Committee says. In a separate filing, the Committee asked the Court's permission to file under seal portions of its reply to prevent disclosure of confidential, non-public information. The Committee also asked permission to exceed the 20-page limit for replies. Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, filed with the Court a declaration in support of the Committee's response to the objections to its Standing Motion. Ad Hoc Group Disclose Stand on the Matter The Ad Hoc Group of Holders of Capmark's Unsecured Bank Debt asserts that the objectors' argument that the Court should adopt and apply a "per se" rule that would shield the May 2009 liens from any inquiry is directly contradicted by well-established Third Circuit precedent that employs the "totality of the circumstances test" for determining whether a debtor obtained reasonably equivalent value in exchange for granting a lien. According to the Ad Hoc Group, while the objectors' interests would no doubt be served by application of an administratively simple "per se" test, which would render all liens granted to secure existing unsecured debt free from a fraudulent transfer challenge, the interests of the Debtors' unsecured creditors require that the Court employ the Third Circuit's "totality of the circumstances" test, and grant the Official Committee of Unsecured Creditors standing to assert the constructive fraudulent transfer and other claims set forth in the Standing Motion. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- provides financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 09-13684). Capmark disclosed assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Protech Holdings C, LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. CAPMARK FINANCIAL: Seeks to Confirm Sale of Properties in Germany ----------------------------------------------------------------- Capmark Financial Group Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to issue an order confirming the authority of Capmark Finance Inc. to enter into and consummate a sale of properties in Germany, including the release and cancellation of land charges under a Loan Transaction Order. As previously reported, the Court entered an order in December 2009 authorizing the Debtors' use of cash collateral postpetition and to provide adequate protection to Prepetition Secured Parties in line with the use of Cash Collateral. The Cash Collateral Order contains, among other things, a procedure by which the Debtors must obtain the consent of their secured lenders to sell certain loans forming part of the collateral held as security for a $1.5 billion Term Loan Credit and Guaranty Agreement, dated as of May 29, 2009. To address concerns raised by certain loan counterparties, the Debtors filed a motion with the Court on April 6, 2010, to establish specific procedures authorizing them to restructure, sell, and settle loans in the ordinary course of business and without Court approval, whether those loans are or are not part of the Collateral. The Loan Transaction Motion was approved by the Court on April 19, 2010. By the Loan Transaction Order, the Court established, among other things, procedures to which the Debtors are authorized to enter into and consummate Loan Transactions. At the time the Loan Transaction Order was entered, CFI was negotiating the release of four properties securing Loans in certain areas of Germany pursuant to a sale of the properties by the borrowers under the Loans. As the remaining face amount of the German Loans was collectively more than $50 million and the German Loans do not constitute Collateral, the Debtors sought and obtained the approval from the Official Committee of Unsecured Creditors, through its advisor, Alvarez & Marsal, of the German Sale pursuant to the Loan Transaction Order procedures. The Debtors believe they had satisfied the terms of the Loan Transaction Order and were, thus, authorized to consummate the German Sale without further order of the Court. The Debtors relate that the German Sale has proceeded to closing and has been consummated with CFI's shares of the sale proceeds -- approximately $35 million -- currently held in escrow pending the cancellation of liens or other encumbrances on the properties, namely: (i) a mortgage in the amount of EUR20,000,000 registered in Section III no.2 folio no. 3468 of the land register of Reinbek kept at the local court of Reinbek; (ii) a mortgage in the amount of EUR20,000,000 registered in Section III no.1 folio no. 1586 of the land register of Mehlem kept at the local court of Bonn; (iii) a mortgage in the amount of EUR20,400,000 registered in Section III no.2 of folio 2928 of the land register of Frankfurt city district 19 kept at the local court of Frankfurt am Main; (iv) a mortgage in the amount for EUR 20,000,000 registered in Section III no.1 of folio no. 13721 of the land register of Oberursel kept at the local court of Bad Homburg von der Hohe, in the relevant land register by the competent land registry in each of the four jurisdictions. The Debtors note that upon cancellation of the Land Charges, the proceeds will be allocated to CFI. The Debtors maintain that CFI's entry into the German Sale is authorized as an ordinary course transaction under Section 363(c) of the Bankruptcy Code, as they routinely engaged in those transactions prepetition; other industry members routinely engage in those transactions; and parties-in-interest have reasonable expectations that they would enter in those transactions. Moreover, the Debtors further believe that CFI was authorized to enter into and consummate the German Sale under the authority granted to the Debtors under the Loan Transaction Order, subject to the satisfaction of the approved procedures. To assuage the concerns of the various Land Registries, however, and to obtain a release of the escrowed funds to CFI, the Debtors have determined it is in their best interest to seek explicit confirmation from the Court of CFI's authority to enter into and consummate the German Sale in the form of a confirming order for delivery to the Land Registries. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- provides financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 09-13684). Capmark disclosed assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Protech Holdings C, LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. CAPMARK FINANCIAL: Unsecured Creditors Oppose Deal With Lenders --------------------------------------------------------------- Capmark Financial Group Inc. and its debtor affiliates are asking Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to approve their settlement agreement with prepetition secured credit facility lenders holding claims under a prepetition $1.5 billion Secured Credit Facility. The Settling Lenders are: * Aurelius Capital Management, LP; * Brigade Capital Management, LLC; * Centerbridge Partners, L.P.; * Midtown Acquisitions L.P.; * Elliott Associates, L.P.; * Fir Tree, Inc.; * Golden Tree Asset Management LP; * Highbridge Principal Strategies, LLC; * QVT Financial LP and Silver Point Capital, L.P.; * The Royal Bank of Scotland plc; * JPMorgan Chase Bank, N.A.; and * any Prepetition Secured Lender, and those who do not put out of the settlement as beneficial owners of portions of the Debtors' prepetition Secured Credit Facility. In May 2009, the Debtors negotiated a straightforward refinancing transaction with the Lenders by which $1.5 billion of unsecured debt was refinanced by $1.5 billion of secured debt. The Debtors aver that the refinancing gave them time to either negotiate a comprehensive out-of-court restructuring or to negotiate transactions preserving value for their stakeholders and position themselves for Chapter 11 filing. The loan gave Capmark "an opportunity to weather the financial storm and maximized the value of the estate," said James Sprayregen, Esq., and Edward Sassower, Esq., attorneys for the lenders with law firm Kirkland & Ellis LLP.. The Official Committee of Unsecured Creditors claims that the loan was a fraudulent transfer because the Debtors were granting liens on their assets while receiving little to no value in exchange, all to the detriment of their estates and unsecured creditors. However, the Debtors maintain that they have thoroughly analyzed all potential avoidance claims that could be asserted against the Secured Lenders. After performing their detailed legal and factual investigations, the Debtors assert that they were able to negotiate the proposed Settlement with the Secured Lenders holding over 80% of their secured debt. Pursuant to the Settlement, the Debtors' estates are enhanced by at least $108 million and as much as $135 million (or 9% of $1.5 billion less the amount held by any Excluded Lender of Secured Lender that opts out of the Settlement) while avoidance actions against alleged insiders and other nonsettling beneficial holders of secured debt are preserved along with any actions against the indenture trustee that approved an amendment to CFGI's bond indenture. Additionally, the Debtors maintain that by retiring the Secured Claims, the settlement ends the accrual of interest on the Secured Claims at a rate of at least 4.75% per year, when it is nearly impossible to earn more than 0.5% interest per year on money deposited in the banks. Committee Objects The Official Committee of Unsecured Creditors asserts that the Debtors are not authorized to use unencumbered cash to pay prepetition claims prior to the confirmation of the Plan. The Debtors may not circumvent critical Chapter 11 protections by purporting to implement the settlement under Section 363(b) of the Bankruptcy Code, the Committee contends. According to the Committee, the Debtors have not shown that the Settlement is better than liquidation for unsecured creditors. Even if the Debtors were not categorically barred from fundamentally altering the estates' asset base by using $735 million of free cash to make distributions on claims outside of a plan process, the Court should not approve the proposed Settlement unless the same transaction could be accomplished under a plan of reorganization, says the Committee. "The Debtors should not be permitted to do through a Rule 9019 Statement what they could not do under a plan." Even if the Bankruptcy Code otherwise permitted the Settlement's proposed swap of cash for collateral, the Court should still disapprove the Settlement under Rule 9019 because it assigns virtually no value to significant legal claims against the Lenders and was the product of a deeply flawed process, the Committee avers. In a separate filing, the Committee seeks the Court's authority to file under seal portions of its objection to prevent disclosure of confidential, non-public information. The Committee also seeks permission from the Court to exceed the 40-page limit for objections. The Committee believes that its objection is in compliance with Rule 7007-2 of the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware. Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, filed with the Court a declaration in support of the Committee's Objection. Ad Hoc Group: Settlement Cannot be Approved For its part, the Ad Hoc Group of Holders of Capmark's Unsecured Bank Debt relates that the Settlement appears to be based on two unsupported assumptions: (a) there is less than a 4% chance that the estates will prevail on the Causes of Action, and (b) the Secured Lenders are over-secured. According to the Ad Hoc Group, a Settlement based upon these unproven assumptions simply cannot be approved. The Ad Hoc Group further asserts that the Settlement cannot be approved for these reasons: -- It amounts to an impermissible sub rosa plan. By providing for the immediate payment of over 96% of the Secured Claim from $965 million of almost entirely unencumbered cash without any findings that that scheme is in the best interest of creditors or feasible, among others, the Settlement impermissibly dictates the terms of any future Chapter 11 plan and circumvents the requirements of Section 1129 of the Bankruptcy Code. -- The Settlement does not meet the Third Circuit standards for a "fair and equitable" settlement, is not in the paramount interest of creditors, and was not the product of arm's-length bargaining. Rather than conferring a benefit on the Debtors' estates, the Settlement is likely to inflict significant harm on the estates and their unsecured creditors given the significant risks attendant to sweeping $965 million in almost entirely unencumbered cash and replacing it with the illiquid "pledge pool." About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- provides financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 09-13684). Capmark disclosed assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Protech Holdings C, LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. CAPRI I: U.S. Trustee Unable to Appoint Creditors Committee ----------------------------------------------------------- August B. Landis, the Acting U.S. Trustee for Region 17, notified the U.S. Bankruptcy Court for the District of Nevada that he was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Capri I, LLC. The U.S. Trustee explained that there were insufficient indications of willingness from the unsecured creditors to serve in the committee. Las Vegas, Nevada-based Capri I, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2010 (Bankr. D. Nev. Case No. 10-22206). David A. Colvin, Esq., at Marquis & Aurbach, assists the Debtor in its restructuring effort. The Company estimated its assets at $50 million to $100 million and debts at $10 million to $50 million in its Chapter 11 petition. CARSON VALLEY: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Carson Valley, LLC 7 Argonaut Aliso Viejo, CA 92656 Bankruptcy Case No.: 10-24665 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Jeffrey S. Benice, Esq. LAW OFFICES OF JEFFREY S. BENICE 650 Town Center Drive, Suite 1300 Costa Mesa, CA 92626 Tel: (714) 641-3600 Fax: (714) 641-3604 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-24665.pdf The petition was signed by Dan J. Harkey, president of Point Center Financial, Inc., managing member. CATALINA INDUSTRIES: Chapter 11 Reorganization Case Dismissed ------------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida dismissed the Chapter 11 case of Catalina Industries, Inc., and Catalina Lighting, Inc. The Court also ordered that the entirety of Class B membership interests will be distributed solely to the creditors listed on the second amended list of non-critical vendor unsecured creditors pro rata based upon the amount of the claims listed thereon. The distribution of the membership interests will constitute a final distribution under the settlement order, and upon distribution of the membership interests, Evolution Lighting Holdings, LLC and its affiliates will have no further obligation to make any additional distributions to any creditors of the Debtors' respective cases. Hialeah, Florida-based Catalina Industries, Inc., along with Catalina Industries, makes residential lighting products. Catalina distributes its products to retailers including Wal-Mart, Lowes, OfficeMax, Sears, Staples Kmart and Bed Bath and Beyond. The Company filed for Chapter 11 bankruptcy protection on February 25, 2010 (Bankr. S.D. Fla. Case No. 10-14787). Stephen P. Drobny, Esq., in Miami, Florida, assisted the Debtor in its restructuring effort. The Company estimated its assets and liabilities at $10 million to $50 million as of the petition date. CENTER POINT: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Center Point Dairy Limited, L.P. aka Center Point Dairy, LLP 6414 FM 2653 S. Cumby, TX 75433 Bankruptcy Case No.: 10-43554 Chapter 11 Petition Date: October 13, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: Robert T. DeMarco, Esq. DEMARCO-MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 E-mail: robert@demarcomitchell.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Ingeborg Heijligers, managing member of LIH Ltd., LC, Debtor's general partner. CENTERPLATE INC: S&P Assigns 'B' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to U.S. concessions operator Centerplate Inc. The outlook is stable. S&P also assigned its 'B+' issue-level rating to the company's $309 million senior secured credit facility, which consists of a five-year $50 million revolving credit facility, a five-year $50 million term loan A, and a six-year $209 million term loan B. At the same time, S&P assigned its recovery rating of '2' to the credit facility, indicating that S&P expects substantial (70% to 0%) recovery for lenders in the event of a payment default or bankruptcy. The borrowers under the bank credit facility are Volume Services America Inc. and other domestic subsidiaries, with parent Centerplate and certain subsidiaries providing guarantees. Total debt outstanding pro forma for the refinancing is estimated at $310 million. "The ratings on Centerplate reflect S&P's view that the company has a weak business risk profile due to the low-value-added and cyclical nature of demand for the company's services and an intensely competitive operating environment as well as in S&P's opinion a highly leveraged financial risk profile given its capital structure and aggressive financial policy," says Standard & Poor's credit analyst Jerry Phelan. Centerplate primarily provides concessions, catering, and merchandise services at sports facilities, convention centers, and entertainment facilities in the U.S. and Canada. S&P estimates approximately 57% of revenue derives from services provided at sporting venues (including about 24% from National Football League teams and 12% from Major League Baseball clubs), 23% from convention centers, and 20% from other entertainment facilities. Credit metrics are weak. The refinancing and shareholder dividend increase leverage to about 5.5x pro forma from about 4.0x as of June 30, 2010. S&P's consider contract right acquisition payments, which are reflected as an investing cash flow use on Centerplate's cash flow statement, as an ongoing cash expense, and accordingly reduce EBITDA by around $10 million annually. The company plans to reduce these payments in the future, which could preserve liquidity but may weaken revenue in the future. Pro forma EBITDA coverage of interest is thin at 2.0x and funds from operations to total debt is only 13%. These measures are in line with the 'B' rating category mediums. S&P expects leverage to gradually decline as the company uses internally generated cash for debt reduction. S&P estimates free cash flow, including contract acquisition payments, will be about $10 million annually. S&P expects leverage to remain high at year-end 2011, but should fall below 5.0x. CHEMTURA CORP: Court Signs USW Retirees Settlement -------------------------------------------------- Chemtura Corp. and its units sought and obtained permission from Bankruptcy Judge Robert Gerber to enter into an agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, on behalf of certain retirees represented by the USW or its predecessor unions. The Agreement resolves the USW's Objection to the Debtors' Motion for the modification or termination of certain Other Post- Employment Benefits -- including resolution of the dispute between the Debtors and the USW as to whether or not certain historical retiree benefits provided by Chemtura Corp., its affiliates and predecessors to the USW Retirees are vested and immutable. The USW Objection, which was filed in December 2009, was asserted on behalf of former collectively-bargained employees who were represented by the USW or one of its predecessor unions while employed and who currently receive OPEB from Debtors pursuant to certain collective bargaining agreements and/or OPEB plan documents. The USW Objection encompassed three distinct subsets of USW Retirees: 1. Uniroyal Retirees -- retirees who were employed by Chemtura predecessor Uniroyal Chemical Inc. at facilities in Painesville, Ohio and Naugatuck, Connecticut and who were represented by USW Local Nos. 553 and 218. 2. Nitro Retirees -- retirees who were employed by Debtor Great Lakes Chemical Corporation at a facility in Nitro, West Virginia, and who were represented by USW District 8. 3. Richardson Retirees -- retirees who were employed by Chemtura predecessor, The Richardson Company at facilities in Indianapolis, Indiana and City of Industry, California and who were represented by USW Local Nos. 294 and 721, respectively, and retirees who were employed by the Allied- Kelite Products Division of The Richardson Company at facilities in Highland Park and Detroit, Michigan who were represented by the AIW, Local 622, one of USW's predecessor unions. While Chemtura continues to believe that it is free to alter or terminate the USW Retirees' benefits at any time, and while the USW disagrees that Chemtura has established or can establish that Chemtura has the right to modify or terminate the USW Retirees' benefits, an evidentiary hearing exposes Chemtura to the risk that the Court would find that those benefits are irreversibly vested at their current level, M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, points out. Ms. Labovitz elaborates that the current USW Agreement calls for Chemtura to maintain certain retiree welfare benefit plans for the USW Retirees at a reduced level in order to dispose of potential retiree benefit obligations that would be approximately twice as expensive but for the settlement. The salient terms of the USW Agreement are: a. Modifications to Retiree Benefit Programs: Chemtura's annual cost cap for Uniroyal Post-65 Retirees will be reduced to $2,500 per eligible participant. For Richardson Post-65 Retirees, the annual cost per eligible participant will be: 2011 - $1,300; 2012 - $1,400; 2013 and thereafter - $1,500 until Chemtura's annual cost equals $3,750 per eligible participant, after which Chemtura's annual cost cap will equal $3,750 per eligible participant. b. Other Retiree Benefit Programs: These retiree welfare benefit plans will not be modified: (a) Uniroyal Pre-65 Retirees, (b) Richardson Pre-65 Retirees, (c) Nitro Retirees, and (d) Retiree Life Insurance and Supplemental Insurance Programs c. Benefit Design: On an annual basis, Chemtura will modify the design of the plans for Uniroyal and Richardson Retirees in order to maintain premium expenditures by Post-65 eligible participants. d. Effective Date of Modifications: January 1, 2011 e. 1114 Representative: Chemtura will recognize the USW as an authorized representative pursuant to Section 1114(c) of the Bankruptcy Code solely for purposes of settling the USW's Objection and making certain modifications to the retiree benefits of the Retirees in connection with that settlement. f. Union Fees: Chemtura will pay the reasonable, documented, and necessary fees and expenses incurred by the USW in connection with litigating and settling the USW Objection, including certain attorneys' and consultants' fees, up to the amount of $200,000. The USW will file a separate Fee Application with the Court seeking approval for the payment of those necessary fees and expenses. Ms. Labovitz asserts that the USW Agreement allows Chemtura to avoid the uncertainty, expense, and burden of an evidentiary hearing on the USW Objection. It also reduces Chemtura's ongoing cash costs related to welfare benefits for the USW Retirees on a prospective basis and thereby, saves the Debtors' estate millions of dollars, she notes. As a result of the program modifications delineated in the USW Agreement, the present value of Chemtura's obligation to provide OPEB to the USW Retirees will be reduced by approximately 50% as compared to the present value of OPEB under the existing plans, Ms. Labovitz reveals. "Given current interest rate curves and available projected plan costs, the most recent estimate of the net present value of Chemtura's savings under the Agreement is approximately $19 million." A full-text copy of the USW Retirees Settlement is available for free at http://bankrupt.com/misc/Chemtura_USWRetireesPact.pdf About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. CHEMTURA CORP: Proposes NJ Dial Corp. Settlement ------------------------------------------------ Chemtura Corp. and its units ask the U.S. Bankruptcy Court for the Southern District of New York to approve a settlement they entered into with The Dial Corporation, the New Jersey Department of Environmental Protection, and the Administrator of the New Jersey Spill Compensation Fund. The Settlement Agreement resolves all disputes concerning: (a) a proof of claim filed by the State seeking incurred oversight costs, compensation for natural resource damages, and an unliquidated amount in future costs of remediation in relation to a real property at 2 Wood Street, in Paterson, New Jersey; (b) a proof of claim filed by Dial in an unliquidated amount asserting cost recovery and contribution claims with respect to the Paterson Site; and (c) the Debtors' adversary proceeding seeking a declaratory judgment that injunctive obligations with respect to the Paterson Site are dischargeable claims in the Chapter 11 cases. The Settlement Agreement provides for payment by Chemtura of (a) $59,841 to the State with respect to the Oversight and NRD Claim broken down as $13,141 for oversight costs and $46,699 for natural resource damages; and (b) $5,589,000 to Dial, at the direction of the State, with respect to the future cleanup obligations at the Paterson Site, all in order to resolve the Oversight and NRD Claim and the potential remediation liabilities at the Paterson Site in return for broad covenants not to sue from the State and Dial and contribution protection by the State. The Paterson Site was owned and operated by Witco Corporation, a predecessor to Debtor Chemtura Corp., from 1951 to 1981. Thereafter, Witco sold the Paterson Site to Purex, which later sold the Paterson Site to Dial. As a successor to Witco, Chemtura retained a lease to a portion of the Paterson Site used for remediation purposes, which has been deemed rejected pursuant to Section 365(d)(4) of the Bankruptcy Code. A full text copy of the Settlement Agreement is available for free at http://bankrupt.com/misc/ChemNJDialSttlm.pdf About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. CHEMTURA CORP: Tricor Claim Allowed for $2.3 Million ---------------------------------------------------- Chemtura Corp. and its units sought and obtained the U.S. Bankruptcy Court's authority to enter into an agreement for the resolution of Tricor Refining, LLC's Claim No. 9484. The Agreement grants Tricor an allowed general unsecured claim for $2,365,050, as adjudicated by a California state court, and conveys certain property from Tricor to Chemtura Corp. The parties' arrangement resolves Tricor's Claim No. 9484 and puts an end to six years of litigation related to Tricor's 2001 acquisition of a refinery and related properties located in Bakersfield, California. Claim No. 9484 was filed by Tricor in October 2009 for $57,479,899 for claimed damages related to its acquisition of the Bakersfield oil refinery and properties, which include a portion of an associated tank farm. The litigation related to the Acquisition refers to a 2004 action Tricor filed against Chemtura in the Superior Court of California, County of Kern, alleging that Chemtura failed to comply with the terms of an April 29, 1997 Environmental Agreement signed in connection with the transaction between Golden Bear Acquisition Management and Witco Corporation, Case No. S-1500-CV-252296-SPC -- the Contract Action. Witco is Chemtura's predecessor and Golden Bear previously acquired the Bakersfield Property from Witco. The Contract Action was bifurcated into liability and damages phases: * At the conclusion of the Phase I trial, Chemtura was found to have committed a material breach of the Environmental Agreement based on its failure to have diligently pursued receipt of a No Further Action or NFA letter for pre- closing contamination at the Refinery. The Superior Court allowed Tricor to choose between enforcing the Environmental Agreement or terminating the Environmental Agreement and seeking damages for the breach. Tricor chose the latter. * Under Phase II of the trial, Tricor sought damages attributable to Chemtura's failure to have obtained an NFA letter for pre-closing contamination at the Refinery. Tricor waived contract damages relating to a portion of the Tank Farm. On January 28, 2010, the Superior Court issued a Statement of Intended Decision, finding Chemtura liable for $1,576,700 in damages. The settlement amount under the current Tricor Agreement includes the $1,576,700 in damages for breach of the Environmental Agreement, as determined by the Superior Court, plus $788,350 in pre-judgment interest. Upon the payment of the settlement amount, Claim No. 9484 is deemed discharged in all respects. The Settlement also provides that at its sole cost and expense, Tricor will (i) convey a portion of the Tank Farm to Chemtura via quitclaim deed or other conveyance allowed by California law, free and clear of all liens, claims and encumbrances; and (ii) cause to transfer title to all equipment it owned and located at a portion of the Tank Farm by bill of sale, including that portion of any pipelines that connect the Tank Farm to the Refinery. Tricor will retain title to all portions of pipelines located outside the legal boundaries of the Tank Farm. The Parties each waive all rights to appeal the Superior Court ruling or to seek appellate review of any aspect of the Contract Action. Tricor also waives any right to seek attorneys' fees or expert fees in connection with the Contract Action. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. CHEMTURA CORP: Wins Approval of Carpenter Diacetyl Settlement ------------------------------------------------------------- Chemtura Corp. and its units won approval from the U.S. Bankruptcy Court for the Southern District of New York to enter into settlement agreements with Citrus & Allied Essences, Ltd., and Carpenter, Zuckerman & Rowley, LLP, on behalf of the firm's clients, in relation to certain diacetyl liabilities. The Agreements resolve 28 lawsuits that have been initiated or could have been initiated by Citrus and the Carpenter-represented Diacetyl Claimants against Chemtura Corporation and Chemtura Canada Co./Cie, alleging contribution and indemnification and injuries related to the chemical diacetyl as well as three diacetyl-related proofs of claim filed by Citrus and the Diacetyl Claimants in response with the Debtors' noticing of the October 30, 2009 Bar Date. The Diacetyl Claimants represented by the Carpenter Counsel and their corresponding claims or lawsuits are: Claimant Claim No./Lawsuit -------- ----------------- Oscar Zetine-Pech 9338 Maria Zetina 9334 The Agreements allow for the payment of $3,600,000 to Citrus and $872,450 to the Carpenter Diacetyl Claimants to resolve diacetyl liabilities that could be several times greater. The settlement amounts are predicated on the same economic claims matrix that has already been reviewed and approved by the Court in connection with the $50 million settlement among Chemtura Corp., Chemtura Canada, and Humphrey Farrington & McClain P.C. on behalf of its clients. Before the settlement amounts can be paid, the Carpenter Counsel is required to submit documentation to the Debtors that satisfy certain settlement criteria. Those criteria include (i) an affidavit signed by the Diacetyl Claimant indicating the place at which and time period during which he/she was exposed to Diacetyl or any product that contains Diacetyl manufactured, distributed, or sold by the Debtors; (ii) evidence that Diacetyl manufactured, distributed, or sold by the Debtors was used or present at one or more of the places during the time period identified by a Diacetyl Claimant in his affidavit; and (iii) a medical affidavit from a licensed physician holding that the Diacetyl Claimant's exposure to Diacetyl caused or contributed to the Diacetyl Claimant's lung capacity impairment. Payment of the settlement amounts is intended to fully resolve the Debtors' obligations of Diacetyl Claims and the Debtors agree to release and forever discharge Citrus from all claims arising out of the Diacetyl Claims. The Carpenter Counsel, on behalf of its clients, also agrees that payment of the settlement amounts satisfies the Diacetyl Claims held by its clients. Moreover, the Settlements discharge Chemtura Corp.'s and Chemtura Canada's liability for contribution to any other tortfeasor arising out of the lawsuits associated with the Settling Parties' Diacetyl Claims and Lawsuits. A full-text copy of Chemtura/Citrus Settlement and an accompanying exhibit on the related lawsuits are available for free at http://bankrupt.com/misc/ChemCitrusAgrmt.pdf A full-text copy of Chemtura/Carpenter Settlement is available for free at http://bankrupt.com/misc/ChemCarpenterAgrmt.pdf About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. COLUMBIAN CHEMICALS: Moody's Assigns 'Ba3' Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 Corporate Family Rating to Columbian Chemicals Acquisition LLC (Ba3 CFR). Moody's also assigned Ba3 ratings to the proposed $75 million Revolving Credit Facility due 2015 and $300 million Term Loan A due 2015. The proceeds from the Term Loan A will be used to repay the outstanding balances of Columbian Chemicals' existing Term Loan A, Term Loan B and drawn amounts under various overseas subsidiaries' bank facilities. The Revolving Credit Facility is not expected to be drawn upon the close of the refinancing transaction. The outlook is stable. This summarizes the ratings activity. Columbian Chemicals Acquisition LLC Ratings assigned: * Corporate Family Rating -- Ba3 * Probability of Default Rating -- Ba3 * $75mm sr sec revolving credit facilities due 2015 -- Ba3 (LGD3, 46%) * $300mm sr sec term loan A due 2015 -- Ba3 (LGD3, 46%) Ratings Rationale The Ba3 CFR is supported by the stable nature of the carbon black business (relative to other commodity chemical businesses), the company's moderate leverage for the rating category (debt to EBITDA ratio of 2.7x as of June 30, 2010, pro forma for the new financing) and good liquidity. Columbian Chemicals benefits from strong market positions as one of the top three global producers, long-term stable customer relationships, strong current carbon black market conditions and geographic diversity with production assets in all major regions. The company has transformed its global production assets over the past decade by adding capacity in the tire manufacturing areas of Brazil, Eastern Europe, and Asia such that over half of its capacity as well as its excess capacity is located in the faster growing emerging markets. The ratings also reflect the limited product diversity (carbon black of various grades), commodity nature of the majority of the company's carbon black business, meaningful customer concentration, and exposure to energy and petroleum-based feedstock costs. The stable outlook reflects Moody's expectation that the carbon black market will continue to gradually improve as developing nations increase demand and Columbian Chemicals will maintain its margins and generate positive free cash flow. Currently, upside to the rating is limited due to the size of the company (annual revenues of less than $1 billion), meaningful customer concentration, the commodity nature of the majority of its products, and expectations for a slow global economic recovery. Any decline in EBITDA margins or unexpected increases in debt could cause a change in the outlook or a negative rating action. Columbian Chemicals' liquidity position is good. After the proposed refinancing, its revolver is expected to be undrawn and bank debt at all global locations repaid. Liquidity is also supported by cash balances ($15.8 million as of June 30, 2010), expectations for positive free cash flow, and full availability under the revolving credit facility. Columbian Chemicals is a leading global manufacturer of carbon black. Headquartered in Marietta, Georgia, the company has 11 operating facilities in the U.S., Canada, South America, Europe and Asia Pacific. It is privately owned by funds managed by private equity firm One Equity Partners. Revenues for the twelve months ending June 30, 2010, were $962 million. CONSOLIDATED HORTICULTURE: Organizational Meeting Set for Oct. 26 ----------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on October 26, 2010, at 1:00 p.m. in the bankruptcy case of Consolidated Horticulture Group LLC, et al. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 5209, Wilmington, DE 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Irvine, California-based Consolidated Horticulture Group LLC, doing business as Hines Nurseries LLC -- http://www.hineshorticulture.com/-- operates nursery facilities located in Arizona, California, Oregon and Texas. Through its affiliate, the company produces and distributes horticultural products. Black Diamond Capital Management LLC purchased Hines Nurseries Inc. in a bankruptcy sale in January 2009. The resulting reorganization plan, confirmed in January 2009, paid secured creditors in full on their $35.9 million in claims while providing as much as $12 million toward debt owing to suppliers both before and after the bankruptcy filing. The business bought by Black Diamond was renamed to Consolidated Horticulture. Consolidated Horticulture and its affiliates filed for Chapter 11 protection on October 12, 2010 (Bankr. D. Del. Lead Case Case No. 10-13308). Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP serve as counsel to the Debtors. The Debtors tapped Epiq Bankruptcy Solutions LLC as claims agent. Consolidated Horticulture estimated $100 million to $500 million in assets and $50 million to $100 million in debts in the Chapter 11 petition. COOK ASSOCIATES: Utah Lease Dispute Continues in State Court ------------------------------------------------------------ A dispute between Cook Associates, Inc., dba Cook Slurry Company, and the Utah School and Institutional Trust Lands Administration over the amount of rent payable under a 49-year ground lease signed in 1978 for the use of school trust lands near Lehi, Utah, to operate an explosives manufacturing plant continues in Utah state court. A copy of the latest decision from the Utah Court of Appeals, reported at 2010 Utah App. 284, is available at http://is.gd/g8aoTfrom Leagle.com Cook Associates, Inc., dba Cook Slurry Company, sought chapter 11 protection (Bankr. D. Minn. Case No. 03-51015) on Aug. 1, 2003, represented by Joseph V. Ferguson, III, Esq., at Clure Eaton Law Firm in Duluth, Minn. At the time of the filing, the Debtor disclosed $1,019,725 in assets and $475,120 in liabilities. On Sept. 16, 2003, the bankruptcy court dismissed Cook's petition based on the U.S. Trustee's conclusion that Cook did not have sufficient funds to purchase insurance on any of its assets, was no longer operating, and had no source of income from which it could pay the administrative expenses of the Chapter 11 proceeding. DALE JARRETT: June 30 Balance Sheet Upside-Down by $154,000 ----------------------------------------------------------- Dale Jarrett Racing Adventure, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $64,514 on $687,582 of revenue for the three months ended June 30, 2010, compared with a net income of $23,684 on $847,166 of revenue for the same period of 2009. The Company's balance sheet at June 30, 2010, showed $1.2 million in total assets, $1.4 million in total liabilities, and a stockholders' deficit of $153,981. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6cab About Dale Jarrett Dale Jarrett Racing Adventure, Inc. (OTC BB: DJRT) -- http://www.racingadventure.com/-- offers entertainment based oval driving schools and events that are conducted at various race tracks in the United States. Dale Jarrett Racing Adventure, Inc., was founded in 1998 and is based in Hickory, North Carolina. DELPHI CORP: Jury Selection Starts in D&O Trial ----------------------------------------------- The Associated Press reports that jury selection is expected to start Tuesday in Detroit, Michigan, in a civil trial involving former executives at auto-parts maker Delphi Corp. The trial is likely to last many weeks. The AP relates former chief executive J.T. Battenberg and three others are accused of misstating the company's finances in government filings in 2000. They're being sued by the Securities and Exchange Commission. U.S. District Judge Avern Cohn calls it a "serious case." According to the AP, Mr. Battenberg and others say they aren't liable. The other defendants are ex-chief accountant Paul Free, ex-pension analyst Milan Belans and ex-financial accounting director Catherine Rozanski. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DENNY HECKER: Court Revokes Conditional Release, Wants Docs. ------------------------------------------------------------ MaryJo Webster, writing for The Pioneer Press, reports that Denny Hecker has until Wednesday afternoon to give a federal judge more detailed answers about money he has come into since declaring himself too broke to afford a lawyer. Ms. Webster reports Mr. Hecker, 58, clearly was stunned Monday afternoon when, after a hearing in Minneapolis federal court to consider his request for a new attorney -- a routine matter, in most cases -- U.S. marshals escorted him out. According to the Pioneer Press, the hearing was about whether Mr. Hecker could be represented again by private attorney Bill Mauzy. But because Mr. Hecker had been represented at taxpayer expense, a federal prosecutor and the judge spent more than an hour grilling him about the more than $200,000 he has acquired -- and mostly spent -- since June. The Pioneer Press relates Chief U.S. District Judge Michael Davis said he wasn't satisfied with Mr. Hecker's answers. Judge Davis revoked Mr. Hecker's conditional release stemming from his guilty plea to fraud and conspiracy charges last month and ordered Mr. Hecker to the Sherburne County Jail until Wednesday's hearing. Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, says Mr. Hecker can be released immediately, however, if he accounts for whereabouts of more than $55,000 he's accused of wrongly spending by Wednesday's court hearing, Judge Davis ruled. Mr. Hecker's release is also conditioned upon him turning over the $12,000 to $18,000 in American Express gift cards he has on hand. About Denny Hecker Dennis E. Hecker owned and operated dozens of auto dealerships, car rental franchises, and other businesses until 2009. He filed a voluntary chapter 7 petition (Bankr. D. Minn. Case No. 09-50779) on June 4, 2009, after his auto empire collapsed into bankruptcy. Chrysler Financial filed a dischargeability action (Bankr. D. Minn. Adv. Pro. No. 09-5019) on July 8, 2009. Chrysler Financial alleged that $83 million of $350 million owed is nondischargeable under 11 U.S.C. Sec. 523(a) because Mr. Hecker allegedly obtained it through the use of false pretenses, false representations, fraud, defalcation, and embezzlement. The Honorable Robert J. Kressel granted Chrysler Financial's motion for sanctions and ordered $83 million of the judgment against Mr. Hecker, together with accrued interest, not dischargeable in the Chapter 7 bankruptcy case. Mr. Hecker has pleaded guilty to two fraud charges: concealing assets from the bankruptcy court and lying to get multimillion- dollar loans for his dealerships and leasing operation. ELEPHANT TALK: Completes US Offering of Common Stock and Warrants ----------------------------------------------------------------- Elephant Talk Communications, Inc. announced Thursday that it has completed the fourth and final closing of its private placement offering of units comprised of one share of common stock, no par value and warrants to purchase shares of Common Stock to accredited investors. In aggregate, the Company raised $14,000,000 in gross proceeds on the sale of 11,666,686 Units. After payment of commissions, non-accountable expenses and other fees and expenses, the Company raised net proceeds of $12,340,908. As a result of the Company raising in excess of $11,000,000 in the Offering, certain promissory notes aggregating $4,000,000 and $1,332,383 owned by QAT II Investments, SA, an investment entity related to certain of the Company's officers and directors, automatically converted into Units at $1.20 per Unit. As a result, QAT II will be issued 4,443,654 shares of Common Stock and Warrants to purchase an aggregate of 4,443,654 shares of Common Stock. Additionally, certain bridge loans made by QAT II to the Company, including accrued interest, aggregating $2,793,188 (based on a conversion price of Euro1.00 to $1.3929 on October 8, 2010) automatically converted into Units at $1.20 per Unit. The bridge loan conversion will result in the issuance of 2,327,657 shares of Common Stock and Warrants to purchase up to 2,327,657 shares of Common Stock. The Warrants sold in the Offering and issued to QAT II entitle the holders to purchase shares of Common Stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain anti-dilution rights on terms specified in the Warrants. In the event (i) the trading price the Common Stock exceeds $2.25 for twenty consecutive trading days and (ii) there is an effective registration statement with a current prospectus on file with the Securities and Exchange Commission, the Company has the option to redeem the Warrants. The Company is obligated to register the Common Stock underlying the Units and Warrants on a registration statement to be filed in connection with the Offering. In addition the investors are entitled to unlimited piggy-back registration rights. The Units have not been registered under the Securities Act, or any state securities laws, and were offered and sold only in the United States and Europe to "accredited investors" (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(2) of the Securities Act. Neither the Commission nor any state securities commission or regulatory body has approved or disapproved the securities. Any representation to the contrary is a criminal offense. Dawson James Securities, Inc. acted as selling agent in the Offering. Greenberg Traurig, LLP acted as counsel to Dawson James and Ellenoff Grossman & Schole LLP acted as counsel to the Company. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. The Company's balance sheet as of June 30, 2010, showed $41.4 million in total assets, $56.3 million in total liabilities, and a stockholders' deficit of $14.9 million. * * * As reported in the Troubled Company Reporter on April 7, 2010, BDO Seidman, LLP expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company incurred a net loss of $17.4 million, used cash in operations of $5.4 million and had an accumulated deficit of $62.3 million. EQK BRIDGEVIEW: Files List of 10 Largest Unsecured Creditors ------------------------------------------------------------ EQK Bridgeview Plaza, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Texas a consolidated list of its 10 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ EQK Holdings, Inc. 1800 Valley View Lane Purchase of Suite 300 Windmill Farms Dallas, TX 75234 Property $28,659,925 Grand Pacific Finance Corp Dunes Plaza $3,405,413 41-99 Main St, 2nd Floor 220,461 SF Flushing, NY 11355 shopping center, ($2,200,000 Michigan City, IN secured) IORI Operating, Inc. 1800 Valley View Lane, Ste. 300 Purchase of Eagle Dallas, TX 75234 Crest Property $1,635,132 La Porte County Treasurer Property taxes - Dunes Plaza $605,589 La Crosse County Treasurer Property taxes - Bridgeview Plaza $201,103 Weir Brothers, Inc. Trade debt for Eagle Crest Property $58,000 Weir Brothers, Inc. Trade debt for Windmill Farms $45,253 Sanchez & Associates Trade debt for Windmill Farms $7,910 Prime Income Asset Management Payroll reimbursement for Dunes Plaza $5,469 Bennett, Weston & Lajone PC Legal Services for Windmill Farms $4,725 Dallas, Texas-based EQK Bridgeview Plaza, Inc., filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37054). Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, assists the Debtor in its restructuring effort. According to its schedules, the Debtor disclosed $76,458,815 in total assets and $74,763,048 in total liabilities. EQK BRIDGEVIEW: Files Schedules of Assets & Liabilities ------------------------------------------------------- EQK Bridgeview Plaza, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $74,312,000 B. Personal Property $2,146,815 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $43,539,941 E. Creditors Holding Unsecured Priority Claims $806,692 F. Creditors Holding Unsecured Non-priority Claims $30,416,415 ----------- ----------- TOTAL $76,458,815 $74,763,048 A copy of the schedules is available for free at: http://bankrupt.com/misc/EQK_sal.pdf Dallas, Texas-based EQK Bridgeview Plaza, Inc., filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37054). Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, assists the Debtor in its restructuring effort. EQK BRIDGEVIEW: Section 341(a) Meeting Scheduled for Nov. 9 ----------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of EQK Bridgeview Plaza, Inc.'s creditors on November 9, 2010, at 10:00 a.m. The meeting will be held at the Office of the U.S. Trustee, 1100 Commerce St.,Room 976, Dallas, TX 75242. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Dallas, Texas-based EQK Bridgeview Plaza, Inc., filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37054). Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, assists the Debtor in its restructuring effort. According to its schedules, the Debtor disclosed $76,458,815 in total assets and $74,763,048 in total liabilities. FARRAHI AND ASSOCIATES: Case Summary & 3 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Farrahi and Associates, LLC 9091 State Line Road Kansas City, MO 64114 Bankruptcy Case No.: 10-45474 Chapter 11 Petition Date: October 13, 2010 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Judge: Arthur B. Federman Debtor's Counsel: Neil S. Sader, Esq. THE SADER LAW FIRM, LLC 4739 Belleview Avenue, Suite 300 Kansas City, MO 64112-1364 Tel: (816) 561-1818 Fax: (816) 561-0818 E-mail: nsader@saderlawfirm.com Scheduled Assets: $2,381,117 Scheduled Debts: $2,262,505 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb10-45474.pdf The petition was signed by Michael J. Farrahi, member. FLEETPRIDE CORP: S&P Gives Stable Outlook, Affirms 'B' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said it has revised its outlook on Texas-based truck parts distributor FleetPride Corp. to stable from negative and affirmed its ratings on the company, including the 'B' corporate credit rating. "The outlook revision reflects S&P's opinion that, as the pace of economic activity picks up, S&P expects FleetPride's sales to increase as well," said Standard & Poor's credit analyst Lawrence Orlowski. "Moreover, the company's cost reductions and acquisitions have expanded profitability. Consequently, credit measures have improved, and S&P believes they are moving back in line with S&P's expectations for the rating," he continued. Still, S&P expects the company to continue using a large portion of its free cash flow for acquisitions of smaller competitors rather than for debt reduction. Net sales were $174.4 million in the quarter ended June 30, 2010, up 15.5% from the same quarter a year ago. Incremental sales from seven businesses acquired since Jan. 1, 2009, contributed $4.6 million in revenue, while organic revenue rose because of higher local-market sales. The ratings on FleetPride reflect S&P's view of its highly leveraged capital structure and still-limited room under its financial covenants, along with the company's narrow scope of operations and small size. FleetPride is the largest independent distributor of aftermarket heavy-duty-truck and trailer parts in the U.S.; S&P believes its revenues are more than two and a half times those of its next-largest competitor, but its market share is still only about 4% of the very fragmented market. FleetPride is the only truck parts distributor with a substantial national presence and comprehensive product offering, serving many customers in diverse end markets. This offers some protection if adverse circumstances affect a single customer or market segment. Aftermarket demand for heavy-duty-truck parts has historically been stable, fluctuating less than demand for original-equipment vehicles. Revenue is generally predictable because demand follows the size of the installed truck base, which is large, and the number of ton-miles driven, which depends on the country's economic health. S&P estimates the long-term annual growth rate for the replacement parts industry to be 2.5%, helped by the nondiscretionary nature of parts replacement and expectations for continued growth in ton-miles driven. However, S&P believes the gradually aging truck fleets in the U.S. could help support strong replacement sales, but only if freight tonnage continues to improve, allowing shippers to use more of their existing equipment. Liquidity is adequate under S&P's criteria. S&P believes the company has fair prospects for some continued free cash generation. As of June 30, 2010, cash and cash equivalents totaled $32.2 million. The stable outlook reflects S&P's view that demand for truck parts will move in line with economic activity and that the economy will continue to recover, but at a gradual pace. S&P could raise the rating if EBITDA expansion and deleveraging exceed S&P's current expectations and leverage appears likely to decline to less than 5x on a sustained basis. For instance, this could occur if revenue in 2010 increased more than 15% and gross margins rose more than 35.5% from 2009 levels. Alternatively, S&P could lower the ratings if demand begins to fall again rather than stabilize, if pricing becomes depressed, or if operational inefficiencies arise that significantly weaken the company's credit measures. For instance, S&P could lower the ratings if S&P believes debt to EBITDA will move above 6x on a sustained basis or if the covenant cushion erodes further. S&P could also lower the ratings if the company begins to use cash in its operations because of lower demand, instead of generating cash by managing working capital. S&P could also lower the rating in the long term if the company fails to address the bank revolving facility expiration in 2012. FOCUS BRANDS: S&P Assigns 'B' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B' corporate credit rating to Atlanta, Ga.-based restaurant franchisor Focus Brands Inc. The outlook is positive. At the same time, S&P assigned its preliminary 'B' issue-level rating and preliminary '3' recovery rating to Focus Brands' $285 million senior secured bank credit facilities, which consist of a $10 million five-year revolving credit facility and a $275 million six-year term loan. According to the company, proceeds from the term loan will be used to finance the acquisition of Auntie Anne's Food Inc., refinance existing debt, and pay certain fees and expenses. "The ratings reflect what S&P consider to be Focus Brands' weak business risk profile, which reflects its presence in the highly competitive quick service restaurant industry, partly offset by its good brand diversity, and a highly leveraged financial risk profile," says Standard & Poor's credit analyst Andy Sookram. "The company benefits from its good level of cash flow conversion from EBITDA, which S&P thinks will enable it to reduce leverage to the mid-4x area over the next several quarters, from about 5.3x on a pro forma for the proposed transactions." Focus Brands, which is majority-owned by Roark Capital Group, is the parent of several franchisors of restaurant operations, which are Moe's, Schlotzsky's, Cinnabon, Seattle's Best Coffee (in certain international markets), and Carvel. It acquired these brands over the last several years and has realized meaningful cost-reduction benefits primarily through brand-improvement initiatives, headcount reduction, and systems integration. The acquisition of Auntie Anne's Food, a soft-rolled pretzels retailer, will enhance the company's brand diversity and, in S&P's opinion, should be accretive to earnings because of its good profit performance. On a combined basis, about 98% of the company's restaurants will be franchised, which S&P thinks should provide some earnings stability. As a franchisor, the company's revenues are derived from royalty payments from its franchisees, and it does not bear the risk of their operating expenses or of significant swings in commodity costs. FONTAINEBLEAU LV: $260.8 Mil. in Claims Change Hands in July ------------------------------------------------------------ The bankruptcy clerk recorded the transfer of 134 claims totaling $260,871,886 for the period July 1 - July 31, 2010. Among the largest claims are: Transferor Transferee Claim No. Amount ---------- ---------- --------- ------ JMB Capital Morgan Stanley 247 $17,425,024 Partners Master Senior Funding Inc. Fund LP JMB Capital Morgan Stanley 271 17,425,024 Partners Master Senior Funding Inc. Fund LP JMB Capital Morgan Stanley - 17,425,024 Partners Master Senior Funding Inc. Fund LP AMI Hospitality JMB Capital 359 5,892,153 Inc. Partners Master Fund LP Gateway CLO Ltd. Morgan Stanley - 5,000,000 Senior Funding Inc. Gateway CLO Ltd. Morgan Stanley 741 5,000,000 Senior Funding Inc. Gateway CLO Ltd. Morgan Stanley 670 5,000,000 Senior Funding Inc. A copy of the complete list of claim transfers for July 2010 is available for free at: http://bankrupt.com/misc/FB_ClaimTransfers_July2010.pdf For the period June 1 - June 30, 2010, the Clerk of the Bankruptcy Court recorded the transfer of 13 claims totaling $19,012,606. * * * Susan Gutierrez, the Court's Deputy Clerk, notifies parties-in- interest that pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure, evidence of complete or partial transfer of several claims has been filed with the Court. The transferors are: -- AMI Hospitality Inc.; -- Brencourt Credit Opportunities Master Ltd.; -- Cantor Fitzgerald Securities; -- Carlyle High Yield Partners 2008-1, Ltd.; -- Carlyle High Yield Partners IX, Ltd.; -- Carlyle High Yield Partners VI, Ltd.; -- Carlyle High Yield Partners VII, Ltd.; -- Carlyle High Yield Partners VIII, Ltd.; -- Carlyle High Yield Partners X, Ltd.; -- Debello Investors LLC; -- Gateway CLO Ltd.; -- Jersey Street CLO Ltd.; -- JMB Capital Partners Master Fund LP; -- Marlborough Street CLO Ltd.; -- Nuveen Floating Rate Income Fund; -- Nuveen Senior Income Fund; -- Peregrine Installation Co.; -- Rosedale CLO II, Ltd.; -- Stone Lion Portfolio LP; -- Symphony CLO I Ltd.; -- Symphony CLO II Ltd.; -- Symphony CLO III Ltd.; -- Symphony CLO V Ltd.; -- Symphony Credit Opportunities Fund Ltd.; and -- Wexford Spectrum Investors LLC. If no objections are filed, the transferees will be substituted as claimant of the transferred claim in place of the original claimant. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of around $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. FONTAINEBLEAU LV: Examiner Files Fee Applications ------------------------------------------------- Six professionals employed in connection with Fontainebleau Las Vegas Holdings LLC and its units' bankruptcy cases separately ask the U.S. Bankruptcy Court allow, and direct the Debtors to pay, their fees and expenses: Professional Period Fees Expenses ------------ ------ ---- -------- Christine M. Pajak 10/16/09 - $945,948 $31,068 04/11/10 Jason Z. Jones and 02/01/10 - 551,836 19,073 Bilzin Sumberg Baena 04/19/10 Price & Axelrod LLP Jeffrey R. Truitt 10/16/09 - 216,171 49,006 04/11/10 David M. Friedman and 02/01/10 - 68,213 2,718 Kasowitz, Benson, Torres 04/12/10 & Friedman LLP Frank Terzo 11/01/09 - 28,608 494 04/11/10 Jack J. Kessler and 02/01/10 - 21,398 6 Buchanan Ingersoll & 04/19/10 Rooney PC Mr. Truitt is the appointed Chapter 11 Examiner in the Debtors' Chapter 11 cases. Ms. Pajak and Mr. Terzo are the Examiner's attorneys. Mr. Jones and Bilzin Sumberg served as general bankruptcy counsel to the Debtors, while Mr. Friedman and Kasowitz, and Mr. Kessler and Buchanan Ingersoll are the Debtors' special counsel. Court Allows 3 Fees Judge A. Jay Cristol allowed payment of the final fees of three professionals: Professional Fees Expenses ------------ ---- -------- Genovese Joblove & $34,548 $1,511 Battista, P.A., Barry E. Mukamal 2,887 -- Fox Rothschild, LLP 12,934 360 Mr. Mukamal served as financial advisor to the Official Committee of Unsecured Creditors. Fox Rothschild served as attorneys for the Creditors Committee, while Genovese Joblove served as the Creditors Committee's co-counsel. M&M Lienholders Seek Reconsideration The M&M Lienholders ask Judge Cristol to reconsider his orders allowing payment of final fees and expenses to Mr. Mukamal, Genovese Joblove and Fox Rothschild. The M&M Lienholders previously objected to the payment of final fees filed by the Debtors' professionals. Philip. J. Landau, Esq., at Shraiberg, Ferrara & Landau P.A., in Boca Raton, Florida, relates that at a hearing to consider final fee applications, counsel for the Creditors Committee's Professionals announced their agreement with the M&M Lienholders. Immediately preceding the hearing, counsel for the M&M Lienholders' agreed to withdraw their objection to the allowance of the fees, but not to their payment. In other words, the M&M Lienholders would consent to a final determination that the fees represented reasonable compensation for actual and necessary services rendered and expenses incurred by the Committee Professionals pursuant to Sections 328 and 330 of the Bankruptcy Code, so long as any payment of those fees was not deemed final and no further payments were made, Mr. Landau contends. The position of the M&M Lienholders was consistent with a ruling of the District Court requiring repayment of professional fees, he adds. Mr. Landau alleges that counsel for the Committee Professionals did not circulate drafts of the Orders to counsel for the M&M Lienholders. Consequently, he says, the Orders are not consistent with the agreement between the Committee Professionals and counsel for the M&M Lienholders. He contends that the M&M Lienholders did not merely agree to reserve their rights as to "priority" and "timing" for a later date but required that no payments be made and that any payments already received not be final, which is completely consistent with the District Court's decision. The Orders should be revised to provide that while the finding that the fees and expenses are fair and reasonable under Sections 328 and 330 is final, any payment of the fees and expenses is interim, not final, Mr. Landau argues. If the Orders are not revised, the M&M Lienholders may be required to appeal the Orders to preserve their position in the pending appeal of the District Court's ruling to the Eleventh Circuit, adding an unnecessary layer of complexity and expense to the Chapter 7 cases, Mr. Landau points out. Accordingly, the M&M Lienholders ask the Court to modify or vacate the Orders. A hearing will be held on October 21, 2010, to consider the request. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of around $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. FONTAINEBLEAU LV: Files List of Unpaid Debts -------------------------------------------- Fontainebleau Las Vegas Holdings LLC and its units, pursuant to Rule 1019 of the Federal Rules of Bankruptcy Procedure, Local Rules and the order converting their cases under Chapter 11 to cases under Chapter 7 of the Bankruptcy Code, filed with the Court a list of unpaid debts of Fontainebleau Las Vegas LLC and Fontainebleau Las Vegas Retail incurred since the Petition Date. Mark Lefever notes that the other four Debtors have no unpaid debts incurred postpetition. Mr. Lefever is a consultant to the Chapter 7 Trustee and previously the Debtors' chief financial officer. A copy of the list is available for free at: http://bankrupt.com/misc/FB_R1019_UnpaidDebts_081010.pdf About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of around $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. FRONTIER AIRLINES: CEO Bedford to Roll Back Wages in 3 Years ------------------------------------------------------------ Ann Schrader, writing for The Denver Post, reports that Frontier Airlines chief executive Bryan Bedford ended his stint on Sunday night's "Undercover Boss" television show by telling employees he would roll back the 10% pay cut they took when Frontier filed for bankruptcy protection. Mr. Bedford said restoration of pay will happen over three years. According to the Post, airline spokesman Carlo Bertolini said Monday in an e-mail that more details about the pay restoration will be released as it is determined, with it likely to come in phases from January 2011 through January 2013. The Post relates the balding Bedford donned a toupee to work incognito with Frontier employees emptying lavatories, moving bags and cleaning aircraft. During taping, Mr. Bedford said he learned how the pay cut was affecting employees. The Post relates SEC filings show Mr. Bedford earned a little more than $2 million in 2008, when Frontier employees gave up 10% of their pay. Mr. Bedford's Republic Airways did not buy Frontier until Oct. 1, 2009. The Post also notes Matthew Fazakis, president of Teamsters Local 961, said ramp workers and customer-service agents aren't unionized, so "there are no guarantees" Mr. Bedford will reinstate their pay. About Frontier Airlines Based in Denver, Colorado, Frontier Airlines -- http://www.frontierairlines.com/-- is the second-largest jet service carrier at Denver International Airport. Frontier Airlines Holdings, Inc. and its affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represented the Debtors in their restructuring efforts. Togul, Segal & Segal LLP was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the Debtors' Special Counsel, and Kekst and Company was the Debtors' Communications Advisors. In June 2009, Republic Airways Holdings offered to acquire the Debtors' assets for $108 million. In July 2009, Southwest Airlines countered with a $113.6 million bid. In August 2009, Republic won the bidding with its sweetened offer. As reported by the Troubled Company Reporter, Frontier said September 10 that the Bankruptcy Court confirmed the Company's Plan of Reorganization which was premised on the Republic deal. Republic closed the deal in October 2009. Frontier Airlines became a wholly owned subsidiary of Indianapolis-based Republic, along with Chautauqua Airlines, Lynx Aviation, Republic Airlines and Shuttle America. GALP CNA: Files List of 20 Largest Unsecured Creditors ------------------------------------------------------ GALP CNA Limited Partnership has filed with the U.S. Bankruptcy Court for the Southern District of Texas a consolidated list of its 20 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ North Park P.U.D. PO Box 3035 Houston, TX 77253-3035 Trade Debt $25,494 O'Connor & Associates 2200 North Loop West, Suite 200 Houston, TX 77018 Trade Debt $16,593 Wilmar Industries Inc PO Box 404284 Atlanta, GA 30384-4284 Trade Debt $10,108 HD Supply Facilities Maintenance, LTD Trade Debt $9,690 Centerpoint Energy Trade Debt $5,181 Criterion Brock Trade Debt $4,618 LTD Landscaping & Supplies, Inc. Trade Debt $4,249 Al's Landscaping Trade Debt $3,572 Waste Management Trade Debt $3,113 Century Air Conditioning Supply, Inc. Trade Debt $2,110 American Management Services LLC Trade Debt $1,949 Apple Termite & Pest Control Inc. Trade Debt $1,631 Jorge I. Flores Trade Debt $1,450 Brilliant Promotional Products, Inc. Trade Debt $887 Namco Manufacturing, Inc. Trade Debt $809 Acuity Electric, Inc. Trade Debt $762 WCA Waste Corporation Trade Debt $685 C.K.I. Wholesale Lock Supply Inc. Trade Debt $622 Webb Pest Control Trade Debt $576 Amrent, Inc. Trade Debt $501 About GALP CNA Houston, Texas-based GALP CNA Limited Partnership filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. S.D. Tex. Case No. 10-38975). The Debtor estimated its assets and debts at $1 million to $10 million at the Petition Date. GALP CAN's case is jointly administered with that of GALP Cypress Limited Partnership and Wentwood Woodside I, L.P. GALP CAN is the lead case. Houston, Texas-based GALP Cypress filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. S.D. Tex. Case No. 10- 38991). It estimated its assets at $10 million to $50 million and debts at $1 million to $10 million at the Petition Date. Houston, Texas-based Wentwood Woodside filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. S.D. Tex. Case No. 10-38981). It estimated its assets at $10 million to $50 million and debts at $1 million to $10 million at the Petition Date. Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman, P.C., assists the Debtors in their restructuring efforts. GALP CNA: Gets Nod to Hire Matthew Hoffman as Bankr. Counsel ------------------------------------------------------------ GALP CNA Limited Partnership, et al., sought and obtained authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Offices of Matthew Hoffman, p.c., as bankruptcy counsel. The Firm will, among other things: a. conduct appropriate examinations of witnesses, claimants and other parties in interest; b. prepare appropriate pleadings and other legal instruments required to be filed in the Debtor's bankruptcy case; c. represent the Debtor in proceedings before the Court and in any other judicial or administrative proceeding in which the rights of the Debtor or the estate may be affected; and d. represent and advise the Debtor in the liquidation of its assets through the Court. The hourly rates of the Firm's personnel are: Matthew Hoffman $240 James Lee, Associate $115 Matthew Hoffman, Esq., a principal at the Firm, assures the Court that the Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Houston, Texas-based GALP CNA Limited Partnership filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. S.D. Tex. Case No. 10-38975). The Debtor estimated its assets and debts at $1 million to $10 million at the Petition Date. GALP CAN's case is jointly administered with that of GALP Cypress Limited Partnership and Wentwood Woodside I, L.P. GALP CAN is the lead case. Houston, Texas-based GALP Cypress filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. S.D. Tex. Case No. 10- 38991). It estimated its assets at $10 million to $50 million and debts at $1 million to $10 million at the Petition Date. Houston, Texas-based Wentwood Woodside filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. S.D. Tex. Case No. 10-38981). It estimated its assets at $10 million to $50 million and debts at $1 million to $10 million at the Petition Date. GARLOCK SEALING: PI Claimants Want Say in Plan Formulation ---------------------------------------------------------- The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases of Garlock Sealing Technologies LLC, et al., asks the U.S. Bankruptcy Court for the Western District of North Carolina to: -- grant the scheduling order requested for plan formulation purposes; and -- deny Garlock's counter-motion to impose a bar date and specialized claim form for use in allowance proceedings. The ACC related that it proposed a course of proceeding in these cases that is designed to lead to a confirmable plan in an expeditious manner. The parties would be permitted tailored discovery related to the main issues in the bankruptcy cases, so that they and their experts can develop their views of what Garlock's aggregate costs for resolution of the claims against it in the tort system would be, and of the Debtors' total consolidated assets. The ACC added that Garlock is attempting to use the Chapter 11 not for any proper reorganization purpose, but as a means of extracting the asbestos suits from the nonbankruptcy courts that are principally charged with administering the tort laws. The Debtors' program is designed to minimize the funding of a Section 524(g) trust, leaving its present and future asbestos victims with inadequate compensation but allowing its parent company to retain equity that simply could not be justified by a realistic assessment of Garlock's mass tort legacy. The ACC suggested that the Debtors forecast the number of claims that will be asserted against them in the future, and the value of those claims. It is also appropriate to take into account discernable trends and developments that were at work in the tort system at the petition date, that would affect, for example, the number of future claims that would be filed against the Debtors. The Committee is represented by: HAMILTON MOON STEPHENS STEELE & MARTIN, PLLC Travis W. Moon, Esq. 201 South College Street Charlotte Plaza, Suite 2020 Charlotte, NC 28244-2020 Tel: (704) 344-1117 CAPLIN & DRYSDALE, CHARTERED Elihu Inselbuch, Esq. 375 Park Avenue, 35th Floor New York, NY 10152-3500 Tel: (212) 319-7125 Trevor W. Swett III, Esq. Leslie M. Kelleher, Esq. Jeanna Rickards Koski, Esq. One Thomas Circle, N.W., Suite 1100 Washington, D.C. 20005 Tel: (202) 862-5000 About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. GARY BURIVAL: Ch. 11 Trustee Fails in Bid to Invalidate Maly Claim ---------------------------------------------------------------- James Maly is a landowner who rented farmland to the debtors prepetition. He has filed proofs of claim in the bankruptcy case for unpaid rent, asserting secured claims based on his U.C.C. filings regarding the leases. The Chapter 11 trustee filed the adversary proceeding to avoid Mr. Maly's alleged liens and have his claims determined to be unsecured. The Chapter 11 trustee asserts that Mr. Maly's first financing statement failed to properly identify the collateral in which he claims a security interest, and that the amendment to the financing statement is preferential. The Hon. Thomas L. Saladino, however, denies the Chapter 11 trustee's motion for summary judgment. The Court holds that Mr. Maly's financing statement did not create a perfected security interest in the Debtors' crops or crop proceeds. "Because a fact issue remains as to the insolvency element of the trustee's argument that the amendment to the financing statement constitutes a preference, the motion for summary judgment must be denied," Judge Saladino says. The case is Rick D. Lange, Chapter 11 Trustee, v. James Maly, Adv. Pro. No. 10-4012 (Bankr. D. Neb.), and a copy of the Court's order dated Oct. 18, 2010, is available at http://is.gd/g8946from Leagle.com Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms and its affiliate Richard Burival & Phillip Burival filed for chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No. 07-42271 and 07-42273). William L. Needler, Esq., at William L. Needler and Associates Ltd. represented the Debtors in their restructuring effort. The Debtors' schedules showed total assets of $13,411,186 and total liabilities of $12,570,797. Rick D. Lange was appointed Chapter 11 bankruptcy trustee for the Debtors' estates, effective March 2, 2009, pursuant to an application filed by the United States Trustee. GARY LABRIOLA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Gary Paul Labriola Jean Ruth Labriola 8899 NW 70th Court Pompano Beach, FL 33067 Bankruptcy Case No.: 10-41463 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtors' Counsel: David L. Merrill, Esq. 7777 Glades Road, # 400 Boca Raton, FL 33434 Tel: (561) 477-7800 E-mail: dlmerrill@sbwlawfirm.com Scheduled Assets: $4,344,202 Scheduled Debts: $5,444,721 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-41463.pdf GENERAL GROWTH: First City Sues Debtor Price Development -------------------------------------------------------- First City Investors, Inc., initiated a complaint for breach of contract and specific performance against Debtor Price Development Company, Limited Partnership. In May 2010, PDC agreed to sell certain real and personal property to First City known as Cottonwood Property pursuant to a purchase and sale agreement. Despite the extensive negotiations between the parties, and extensive work performed and expense incurred by First City, PDC sent First City a letter dated July 26, 2010, informing First City that the board of directors of General Growth Properties, Inc., had declined to approve the Cottonwood PSA. PDC did not provide any further explanation for the GGP Board of Directors' actions at that time, Eric Lopez Schnabel, Esq., at Dorsey & Whitney LLP, in New York, tells the Court. In addition, pursuant to PDC and GGP's Third Amended Joint Plan of Reorganization, PDC agreed to convey the Cottonwood Property to Spinco in a violation of the Cottonwood PSA, Mr. Schnabel says. Mr. Schnabel asserts that the process followed by PDC in bringing the PSA to the GGP Board and the GGP Board's decision to deny approval of the PSA was not done in good faith and does not represent fair dealing with First City. PDC's failure to abide by of its covenant of good faith and fair dealing constitutes a default under the Cottonwood PSA and a breach thereof, he asserts. As a result, the closing of the PSA did not occur, he points out. Pursuant to the PSA and applicable law, First City is entitled to specific performance of the Cottonwood PSA and to the conveyance of the Cottonwood Property to First City pursuant to the PSA, he insists. For those reasons, First City asks the Court to enter a judgment against PDC: (1) finding that PDC has breached the PSA by failing to abide by its covenant of good faith and fair dealing, and awarding damages to First City including reasonable attorneys' fees, costs, and interest resulting from that breach in an amount to be determined at trial; and (2) requiring specific performance of PDC's obligations under the PSA, including, but not limited to, its obligation to convey the Cottonwood Property to First City on the terms contained in the PSA, and awarding damages to First City including reasonable attorneys' fees, costs, and interest in an amount to be determined at trial. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GLOBAL SHIP: Posts $5.0 Million Net Loss in June 30 Quarter ----------------------------------------------------------- Global Ship Lease, Inc., reported a net loss of $5.0 million on $39.6 million of revenue for the three months ended June 30, 2010, compared with net income of $22.8 million on $36.2 million of revenue for the same period last year. Results for the second quarter of 2010 include a non-cash interest rate derivative mark-to-market loss of $12.5 million, while results for the second quarter of 2009 include a non-cash interest rate derivative mark-to-market gain of a $16.7 million. The Company's balance sheet at June 30, 2010, showed $1.008 billion in total assets, $681.7 million in total liabilities, and stockholders' equity of $326.5 million. CMA CGM, the Company's sole source of operating revenue, announced in September 2009 that it and its lenders were exploring a potential financial restructuring to address its short and medium term financing requirements and that it was seeking to reduce and in some cases cancel certain ship deliveries. The Company is not involved in these discussions. The Company has experienced increased delays in receiving charterhire from CMA CGM, where between one and three installments have been outstanding. Under the charter contracts charterhire is due to be paid every 15 days in advance on the 1st and 16th of each month. As at June 30, 2010, one period of charterhire, due on June 16, 2010, was outstanding amounting to $6.4 million. This was received in July 2010. As at close of business on August 10, 2010, the latest practicable date prior to the issuance of these interim unaudited consolidated financial statements, charterhire due on August 1, 2010, totaling approximately $6.4 million was outstanding. As reported in the Troubled Company Reporter on May 25, 2010, PricewaterhouseCoopers expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted of the uncertainty related to the financial situation of the Company's charterer, CMA CGM. "If CMA CGM is unable to accomplish a financial restructuring and ceases doing business or otherwise fails to perform its obligations under the Company's charters, Global Ship Lease's business, financial position and results of operations would be materially adversely affected as it is probable that, should the Company be able to find replacement charters, these would be at significantly lower daily rates and for shorter durations than currently in place. In this situation there would be significant uncertainty about the Company's ability to continue as a going concern." The Company's interim unaudited consolidated financial statements for the period ended June 30, 2010, are available for free at: http://researcharchives.com/t/s?6cad About Global Ship Lease London-based Global Ship Lease (NYSE: GSL, GSL.U and GSL.WS) -- http://www.globalshiplease.com/-- is a containership charter owner. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under long-term, fixed rate charters to world class container liner companies. Global Ship Lease owns 17 vessels with a total capacity of 66,297 TEU with a weighted average age at June 30, 2010, of 6.3 years. All of the current vessels are fixed on long-term charters to CMA CGM with an average remaining term of 8.6 years. The Company has contracts in place to purchase two 4,250 TEU newbuildings from German interests for approximately $77 million each that are scheduled to be delivered in the fourth quarter of 2010. The Company also has agreements to charter out these newbuildings to Zim Integrated Shipping Services Limited for seven or eight years at charterer's option. GREG LEDBETTER: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Greg Allen Ledbetter 2333 East 3700 South Jerome, ID 83338 Bankruptcy Case No.: 10-41850 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court District of Idaho (Twin Falls) Judge: Jim D. Pappas Debtor's Counsel: Brent T. Robinson, Esq. P.O. Box 396 Rupert, ID 83350 Tel: (208) 436-4717 E-mail: btr@idlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/idb10-41850.pdf Debtor-affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Ted Miller Dairy, LLC 10-40200 03/25/10 GREEN MOUNTAIN: S&P Assigns Corporate Credit Rating at 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its preliminary 'B' corporate credit rating to Waterbury, Vt.-based Green Mountain Coffee Roasters Inc. The outlook is negative. At the same time, S&P assigned its preliminary 'B+' issue ratings to the company's $1.35 billion senior secured credit facility, which consists of a five-year $750 million revolving credit facility, a five-year $250 million term loan A, and a six-year $350 million term loan B. The preliminary recovery rating is '2', indicating S&P's expectation for substantial (70% to 90%) recovery in the event of payment default. The ratings are based on preliminary terms and closing conditions, and subject to final review upon receipt of final documentation. Net proceeds will be used to repay existing indebtedness and to acquire Van Houtte. S&P estimates GMCR will have about $980 million in debt outstanding when the transaction is finalized. "The ratings on GMCR reflect S&P's view that the company is highly dependent on the single-cup coffee maker concept, is exposed to integration risks associated with its aggressive acquisition strategy, and will have less than adequate liquidity over the next year due to high working capital needs," said Standard & Poor's credit analyst Brian Milligan. Future debt reduction and increasing liquidity is highly dependent on successful integration of recent acquisitions and continued growth of the single-cup coffee maker concept. GMCR's financial risk profile is highly leveraged given the company's acquisitive growth strategy highlighted by its intent to increase leverage to complete the Van Houtte acquisition. At the same time, S&P notes the company's recent equity issuance as a positive ($370 million in August 2009 and $250 million in September 2010). Still, the company's liquidity is less than adequate, in S&P's view, due to heavy working capital investment requirements to pursue its growth strategy despite its equity and debt issuance. The company's business risk profile is weak based on its participation in the highly competitive specialty coffee segment, its narrow product focus in single-cup coffee products, and the risks of pursuing a rapid growth strategy. The company's growth strategy utilizes the selling of its Keurig single-cup brewers at little margin in order to sell its K-Cup portion packs at an attractive margin. To a lesser extent, an additional growth strategy is to expand the number of beverages used in its brewing systems. Converting buyers of its brewing systems into regular buyers of its high margin K-Cups is highly dependent on the reliability and quality of its brewer systems, the quality and variety of its K-Cups, and other competitive factors. S&P believes switching costs for owners of Keurig single-cup brewing systems are low. The company is a small player in the low- to mid-single digit growing coffee market. The sector is highly competitive and fragmented. GMCR competes against large brands such as Kraft Foods' Maxwell House and The J.M. Smucker Company's Folgers as well as coffee retailers such as Starbucks and Dunkin Brands. In the single-cup coffee segment, the company competes against companies with deeper financial resources such as Nestle, Sara Lee, Kraft Foods, and Mars. S&P believes the single-cup coffee maker currently represents a small portion of the overall coffee maker market. With that said, S&P recognizes the single-cup coffee makers have achieved good growth and appear to be increasing in popularity recently; however, S&P believes it is still too early to accurately determine the concept's market share potential. However, S&P believes GMCR has the largest installed base of single-cup coffee makers in the U.S. Nonetheless, GMCR's business risk profile will remain weak until greater adoption of the single-cup coffee maker occurs and/or the company is able to expand its product offering. The negative outlook reflects S&P's expectation for less than adequate liquidity, and, the uncertainty involving the recent SEC inquiry adds to this risk. S&P expects cash sources to approximate cash uses during the next 12 months. S&P's expectation for the company to have negative free cash flow generation will likely require the company to raise capital to improve liquidity. S&P's could revise the outlook to stable if liquidity improves to an adequate level, which S&P believes will occur once cash sources exceed cash uses by about 1.2x over a forward 12-month time horizon. S&P could lower the rating if liquidity remains less than adequate, with covenant cushion falling below 10%. S&P believes this could occur if the company's growth significantly decelerates, likely the result of lower product demand, or if poor acquisition integration occurs. S&P could also lower the rating if details of the SEC inquiry result in significant negative consequences. Although unlikely over the next year, S&P could raise the rating if the company is able to demonstrate sustainable growth of its high margin K-cups, margins remain at least at current levels, and cash sources exceed cash uses by about 1.2x over the forward 12-months. HAWK CORP: Carlisle Deal Won't Affect Moody's 'B2' Rating --------------------------------------------------------- Moody's Investors Service said Hawk Corporation's announcement on October 15, 2010, that it signed a definitive agreement to be acquired by Carlisle Companies Incorporated (Baa2/Stable) does not have an impact on Hawk's B2 corporate family rating at this time. Per the joint press release, the purchase price of $413 million reflects Carlisle's intent to buy Hawk's outstanding shares for $50 per share in an all-cash transaction. Carlisle is expected to assume and pay off at a premium Hawk's outstanding $56 million senior unsecured notes due October 2014 (rated B3). Upon successful completion of the acquisition and redemption of the notes, Moody's will withdraw all ratings of Hawk. The last rating action on Hawk occurred on September 22, 2006, when the rating on its senior unsecured notes was lowered to B3 from B2. Hawk Corporation is a leading supplier of friction products for industrial, aircraft, defense, agricultural, heavy truck and performance applications. Friction products include parts for brakes and transmissions. For the twelve months ended June 30, 2010, sales totaled approximately $204 million. HAWK CORP: S&P Changes CreditWatch on 'B' Rating to Positive ------------------------------------------------------------ Standard & Poor's Ratings Services said that it has revised the CreditWatch implications on its 'B' corporate credit rating on Ohio-based Hawk Corp. to positive from developing, where they were placed on July 2, 2010. "The rating action follows the announcement that Carlisle Cos. Inc. will acquire Hawk for $413 million," said Standard & Poor's credit analyst Gregoire Buet. "Hawk's board of directors has approved a sale of the company to Carlisle. Carlisle and Hawk expect closing to occur by year-end." Standard & Poor's will resolve the CreditWatch listing once the transaction closes. The transaction is subject to regulatory approval. HONOLULU SYMPHONY: Musicians Withdraw Charges --------------------------------------------- Pacific Business News reports that the Honolulu Symphony Society can now file its Chapter 11 bankruptcy reorganization plan in the U.S. Bankruptcy Court for the District of Hawaii after musicians withdrew claims of unfair labor practices against the Company. The Company asked a bankruptcy court to extend the deadline for filing a reorganization plan, arguing that the musicians' complaint needed to be resolved first. As PBN reported earlier Friday, the deadline to file the plan was originally Friday and a new deadline will be determined at a December 13 hearing, according to the report. Honolulu Symphony filed for Chapter 11 on Dec. 18, 2009 in its hometown (Bankr. D. Hawaii Case No. 09-02978), saying assets are less than $500,000 while debt exceeds $1 million. The symphony blamed the filing on a decline in donations which left the orchestra unable to cover costs, since ticket sales represent only 30% of the budget. The symphony said it would use Chapter 11 to reorganize fundraising activities. IMH FINANCIAL: Posts $42.2 Million Net Loss in June 30 Quarter -------------------------------------------------------------- IMH Financial Corporation (formerly known as IMH Secured Loan Fund, LLC) filed its quarterly report on Form 10-Q, reporting a net loss of $42.2 million on $935,000 of revenue for the three months ended June 30, 2010, compared with net earnings of $3.1 million on $5.6 million of revenue for the same period of 2009. The Company recorded a provision for credit losses of $27.6 million during the three months ended June 30, 2010. In addition, the Company recorded impairment charges in the amount of $11.0 million related to the Company's real estate owned assets. No provision for credit losses or impairment charges were recorded during the corresponding periods in 2009. The Company's balance sheet at June 30, 2010, showed $297.4 million in total assets, $23.9 million in total liabilities, and stockholders' equity of $273.5 million. As of June 30, 2010, the Company's accumulated deficit aggregated $453.6 million as a direct result of provisions for credit losses and impairment charges relating to the change in the fair value of the collateral securing the Company's loan portfolio and the fair value of real estate owned assets primarily acquired through foreclosure in prior years. At June 30, 2010, the Company had cash and cash equivalents of $3.5 million and undisbursed loans-in-process and interest reserves funding estimates totaling $15.9 million. As a result of the erosion of the U.S. and global credit markets, the Company continues to experience loan defaults and foreclosures on the mortgage loans it holds in its portfolio. In addition, the Company has found it necessary to modify certain loans, which modifications have resulted in extended maturities of two years or longer, and believes it may need to modify additional loans in an effort to, among other things, protect the Company's collateral. Given the current state of the real estate and credit markets, IMH Financial believes the realization of full recovery of the Company's cost basis in its assets is unlikely to occur in a reasonable time frame and may not occur at all, and it may be required to liquidate portions of the Company's assets for liquidity purposes at a price significantly below the initial cost basis or potentially below current carrying values. "If the Company is not able to liquidate a sufficient portion of its assets or access credit under the credit facility currently under negotiation, there may be substantial doubt about its ability to continue as a going concern." The Company is also subject to a number of claims relating to the recently consummated Conversion Transactions and its historical operations. Three proposed class action lawsuits have been filed in the Delaware Court of Chancery against the Company and affiliated named individuals and entities, containing similar allegations. An action was also filed on June 14, 2010, by certain Fund members, alleging that fiduciary duties and the duty of disclosure owed to Fund members and to the Fund were breached. In addition, the Company received notice from the SEC on June 8, 2010, that it is conducting an investigation related to the Company, as well as requests for documents. The Company says it intends to work cooperatively with the SEC in its investigation, but it does not believe that it has violated any federal securities laws. A member has also filed a lawsuit against the Company and individuals and entities associated with a broker dealer who placed the member in the Fund, alleging breach of fiduciary duty by the broker dealer and failure to disclose by the Company. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6cac About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. INNKEEPERS USA: Court Amends Cash Collateral Order -------------------------------------------------- Midland Loan Services, Inc., asked the U.S. Bankruptcy Court for the Southern District of New York to reconsider its final order authorizing Innkeepers USA Trust and its units to use their lenders' cash collateral entered on September 2, 2010. Lenard Parkins, Esq., at Haynes and Boone, LLP, in New York, argues that the Cash Collateral Order includes two provisions that should be reconsidered: (a) a "Carve Out" of $5.5 million that would be a reduction in the collateral of secured creditors like Midland; and (b) paragraph 6(c) of the Cash Collateral Order that indicates that the provisions of Section 507(b) of the U.S. Bankruptcy Code regarding claims arising for the failure of adequate protection does not apply in the bankruptcy cases. Mr. Parkins argues that the two provisions are improper, and should be excised from the Cash Collateral Order. He contends that the Carve Out, as it might be applied to Midland and its collateral, should be excised because the Debtors have not satisfied their burden to justify its amount, to justify its usage, to show Midland's consent or to prove that there is any adequate protection for the funds used to pay estate professional fees without Midland's consent. The Debtors objected to the request, noting that after considerable briefing, testimony and argument, the Court approved the Debtors' use of Cash Collateral pursuant to the terms of the Final Cash Collateral Order. The relevant facts remain unchanged since that day, James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New York, told the Court. Mr. Sprayregen notes that Midland Loan Services, Inc., still argues that the Final Order should be amended to remove (i) the concept of a Carve Out, and (ii) the provision that provides that Avoidance Actions and the proceeds therefrom are not to be used for the payment of claims under Section 507(b) of the Bankruptcy Code. The Creditors' Committee also filed an objection, arguing that a motion for reconsideration hould not be granted where the moving party seeks solely to re-litigate issues already considered by the Court. The Creditors' Committee asserts that a movant should neither address facts, issues, or arguments not previously presented to the court, like what Midland does. The Creditors' Committee adds that Midland fails to demonstrate that the Court's decision on the two contested provisions constitutes a manifest error of law. Lehman ALI Inc. aired an objection to Midland's request to the extent that, if granted, Midland would be given special treatment. Should the Court grant any relief to Midland, the relief should not prejudice Lehman or any of the Debtors' other secured creditors, Michael J. Sage, Esq., at Dechert LLP, in New York, asserted. The Ad Hoc Committee of Preferred Shareholders argued that cash collateral can be used in these cases for all administrative expenses because Midland and Lehman ALI, Inc., have already requested confirmation of Chapter 11 plans. The Court, after being advised that the parties had agreed upon a resolution regarding the issues raised in the Motion to Reconsider, entered an order amending certain portions of the Final Cash Collateral Order. Judge Shelley Chapman ruled that the limit for the payment of professional fees under the Carve Out will be changed from $5,500,000 to $3,400,000. The Amended Order also provides that the final sentence on the provisions regarding adequate protection of 507(b) Claims is modified to delete the sentence and replace it with: "Notwithstanding anything to the contrary in this Order, 507(b) Claims or other superpriority administrative claims (if any) of the Adequate Protection Parties shall be paid from assets of the estates in the following order of sources of payment: First, assets other than proceeds from avoidance actions; Thereafter, proceeds of avoidance actions, except that no 507(b) Claim or other superpriority administrative claims of the Adequate Protection Parties would be asserted against, or paid from, the first $5 million of net proceeds from Avoidance Actions." Judge Chapman further ruled that the first sentence in the Section 507(b) Reservation section is deleted and replaced with this sentence: "Except as provided in [Paragraph] 6(c) herein, nothing herein shall impair or modify the application of section 507(b) of the Bankruptcy Code in the event that the adequate protection provided to the Representatives hereunder is insufficient to compensate for any diminution in value of their respective Prepetition Collateral during the Chapter 11 Cases or any Successor Cases." About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and a number of affiliates filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800). Attorneys at Kirkland & Ellis LLP, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The petition estimated assets and debts of more than $1 billion as of the bankruptcy filing. In 2009, Innkeepers' consolidated revenues were approximately $292 million and adjusted EBITDA were approximately $85 million. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred approximately $1.29 billion of secured debt. INNKEEPERS USA: Files First Status Report on Bankruptcy Cases ------------------------------------------------------------- Innkeepers USA Trust and its Debtor affiliates submitted to the U.S. Bankruptcy Court for the Southern District of New York a status report to provide background of their activities since the filing of the Chapter 11 cases, and, in particular, since the hearings on August 31, 2010, and September 1, 2010. The Status Report, filed on September 29, 2010, provides, among other things, an update relating to (i) the Debtors' ongoing restructuring, and (ii) operations, cash collateral, and the debtor-in-possession financing facilities. The Debtors reveal that since the plan support agreement terminated on September 2, 2010, they have engaged all major stakeholders to solicit input regarding restructuring alternatives with the goal of proposing and filing a consensual plan. The Debtors also have established a communications protocol to promote their restructuring process, and designated Moelis & Company as the primary point of contact for plan-related financial and business issues, while Kirkland & Ellis LLP will coordinate plan-related legal issues. Moelis is the Debtors' financial advisor and investment banker, while K&E is the Debtors' outside counsel. The Debtors have asked Moelis to develop new plan concepts, facilitate due diligence by interested parties, and advise the Debtors' board of trustees, the independent trustees of the Board, and management on views of valuation and debt capacity. James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New York, informs the Court that the Debtors are facilitating the diligence process with their major stakeholders, evaluating the proposal Five Mile Capital Partners negotiated with Midland Loan Services, Inc., and investigating alternate plan scenarios. The Status Report discloses that the Debtors are operating in accordance with their rolling 13-week consolidated cash flow forecasts and have exceeded their initial revenue projections and disbursed less in operating and overhead expenses than projected. During the Debtors' review of postpetition cash balances, they have identified cash received postpetition that relates to hotel credit card receipts generated prepetition between July 16, 2010, and July 19, 2010, totaling approximately $3.9 million. With respect to the fixed rate mortgage, the amounts were transferred to the Debtors from the lockbox maintained by Midland after the interim cash collateral order was entered. The Debtors believe that the $3.9 million represents cash collateral, and the Debtors intend to distribute to each Adequate Protection Party the portion of the amount attributable to its collateral as: (a) fixed rate loan: $2,325,124; (b) floating rate loan: $1,044,875; (c) Anaheim loan: $154,611; (d) Capmark Mission Valley loan: $113,046; (e) Capmark Garden Grove loan: $86,955; (f) Merrill Washington, DC loan: $84,533; (g) Merrill Tyson's Corner loan: $51,184; and (h) Merrill San Antonio loan: $58,561. A copy of the Status Report can be obtained without additional charge at http://bankrupt.com/misc/IKU_StatusReport_09292010.pdf About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and a number of affiliates filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-13800). Attorneys at Kirkland & Ellis LLP, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The petition estimated assets and debts of more than $1 billion as of the bankruptcy filing. In 2009, Innkeepers' consolidated revenues were approximately $292 million and adjusted EBITDA were approximately $85 million. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred approximately $1.29 billion of secured debt. INNKEEPERS USA: Wants April 13 Extension for Removal Period ----------------------------------------------------------- Innkeepers USA Trust and its Debtor affiliates ask the U.S. Bankruptcy Court to extend the time within which they may file notices of removal with respect to any actions that are subject to removal under Section 1452 of the Judiciary and Judicial Procedures Code. Specifically, the Debtors propose to extend their removal deadline to the later of: (a) April 13, 2011; (b) the day that is 30 days after the entry of an order terminating the automatic stay provided by Section 362 of the Bankruptcy Code with respect to the particular action sought to be removed; or (c) with respect to postpetition actions, the time periods set forth in Rule 9027(a)(3) of the Federal Rules of Bankruptcy Procedure. The current deadline for the Debtors to remove actions expires on October 17, 2010. The Debtors are party to more than 100 actions pending in various state and federal courts and are represented by many different law firms in these actions. Moreover, additional actions may be filed against the Debtors during the pendency of the Chapter 11 Cases, James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New York, contends. While Section 362(a) of the Bankruptcy Code automatically stays many, if not all, of the Actions pending against the Debtors, the Debtors are not yet prepared to decide which, if any, Actions they will seek to remove, Mr. Sprayregen asserts. Since the Petition Date, the Debtors have worked diligently on a number of critical matters, including obtaining final approval of two debtor-in-possession financing facilities, Mr. Sprayregen relates. As a result of the Debtors' attention to these exigent matters, the Debtors are not yet in a position to undertake a thorough analysis of the Actions or finalize a strategy with respect to which Actions, if any, they should seek to remove, he contends. The proposed extension of time will provide the Debtors with additional time to make decisions, and hence, cause exists for the relief requested, Mr. Sprayregen asserts. The Debtors submit that the rights of any party to the Actions will not be prejudiced by the sought extension because any party to the litigation can seek to have the action remanded. The Debtors also sought and obtained an order shortening the notice period of the request. Accordingly, the Court will convene a hearing on October 14, 2010, to consider the request. Objections are due on October 13. About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and a number of affiliates filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-13800). Attorneys at Kirkland & Ellis LLP, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The petition estimated assets and debts of more than $1 billion as of the bankruptcy filing. In 2009, Innkeepers' consolidated revenues were approximately $292 million and adjusted EBITDA were approximately $85 million. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred approximately $1.29 billion of secured debt. JACOBS FINANCIAL: Delays Filing of Form 10-Q for Aug. 31 Quarter ---------------------------------------------------------------- Jacobs Finacial Group, Inc., in a regulatory filing Friday, says the filing of its quarterly report on Form 10-Q for the three months ended August 31, 2010, will be delayed. The Company intends to file the subject quarterly report on or before the fifth calendar day following the prescribed due date. The Company does not anticipate any significant change in results of operations from the corresponding period for the last fiscal year. About Jacobs Financial Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a Charleston, West Virginia-based holding company for First Surety Corporation, a West Virginia domiciled surety, Triangle Surety Agency, an insurance agency that specializes in coal reclamation surety bonds, and Jacobs & Company, a registered investment advisor. The Company's balance sheet at May 31, 2010, showed $7.8 million in total assets, $11.5 million in total liabilities, $3.0 million in mandatorily redeemable preferred stock, and a stockholders' deficit of $6.7 million. * * * As reported in the Troubled Company Reporter on September 17, 2010, Malin, Bergquist & Company, LLP, in Pittsburgh, Pa., expressed substantial doubt about Jacobs Financial's ability to continue as a going concern, following the Company's results for the fiscal year ended May 31, 2010. The independent auditors noted of the Company's significant net working capital deficit and operating losses. LAWRENCE DUPUY WIEDEMANN: Court Grants Turner $51,000 in Fees ------------------------------------------------------------- The Hon. Elizabeth W. Magner awards Emile Turner, Jr., $48,287 in fees and $3,027 in costs in the bankruptcy case of Lawrence Dupuy Wiedemann. The remainder of the fees is disallowed. The Court approved the employment of the Law Office of Emile L. Turner, Jr., L.L.C., as Debtor's counsel on March 16, 2009. On April 20, 2010, Mr. Turner filed his Second Application for Compensation and Reimbursement of Out of Pocket Expenses, seeking $69,691 in fees and $3,027 in expenses for the period between June 8, 2009 and April 19, 2010. No objections were filed to the Second Fee Application. The Court held a hearing on the Second Fee Application on May 11, 2010. On May 19, 2010, this Court entered an Order stating that the Second Fee Application would be taken under advisement. Debtor filed a Motion to Convert the Case from Chapter 11 to Chapter 7 on the same day Mr. Turner filed the Second Fee Application. The Court granted the Debtor's Motion to Convert and appointed David V. Adler as Trustee on April 28, 2010. Mr. Turner filed a Motion to Withdraw as Debtor's Counsel on May 28, 2010. A copy of the Court's decision dated Oct. 15, 2010, is available at http://is.gd/g85k4from Leagle.com. Based in River Ridge, Louisiana, Lawrence Dupuy Wiedemann is a 79-year old practicing attorney. He filed a Chapter 11 Petition (Bankr. E.D. La. Case No. 09-10163) on January 21, 2009. He estimated assets and debts between $1,000,001 and $10,000,000 in his petition. LEONARDUS HEIJLIGERS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Joint Debtors: Leonardus Gerardus Heijligers aka Leon Heijligers dba Center Point Dairy Limtied, L.P. Ingeborg Lamberta Heijligers-DeSchepper aka Heijligers Inge dba Center Point Dairy Limited, L.P. 6414 FM 2653 S Cumby, TX 75433 Bankruptcy Case No.: 10-43555 Chapter 11 Petition Date: October 13, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: Robert T. DeMarco, Esq. DEMARCO-MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 E-mail: robert@demarcomitchell.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of its largest unsecured creditors together with its petition. LESLIE CONTROLS: Insurers Denied Access to Asbestos Documents ------------------------------------------------------------- WestLaw reports that the mere fact that a corporate Chapter 11 debtor, an ad hoc committee of asbestos claimants, and the future claims representative were involved in ongoing negotiations regarding the treatment of asbestos claims in the debtor's plan and may have had adverse interests as to how the pie was divided did not mean that they did not have a common legal interest in maximizing the size of the pie by arguing that the debtor's insurance policies provided coverage for asbestos claims. Thus, common interest doctrine applied to prevent the sharing of privileged communications among these parties in furtherance of their claims against the debtor's liability insurers from resulting in a waiver of attorney-client privilege. In re Leslie Controls, Inc., --- B.R. ----, 2010 WL 3767805 (Bankr. D. Del.) (Sontchi, J.). A copy of the Honorable Christopher S. Sontchi's letter opinion dated Sept. 21, 2010, denying Century Indemnity Company and Fireman's Fund Insurance Company access to communications between the Debtor and its counsel that were shared pre-petition with an ad hoc committee of asbestos plaintiffs and the Debtor's proposed future claimants' representative based on the "common interest doctrine" is available at http://is.gd/g7ZYafrom Leagle.com. About Leslie Controls Based in Tampa, Florida, Leslie Controls manufacturers process control valves, severe service control valves, on-off valves, regulators, steam water heaters, actuators and controls. Leslie is a unit of CIRCOR International, Inc. Leslie Controls sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-12199) on July 12, 2010. Marion M. Quirk, Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assist the Company in its restructuring effort. Natalie Ramsey, Esq., at Montgomery, McCracken, Walker & Rhodes, LLP, represents the Asbestos Claimants Committee, and Edwin J. Heron, Esq., at Young, Conaway, Stargatt & Taylor, LLP, represents the Future Claimants' Representative. William R. Hanlon, Esq., at Goodwin Procter LLP advises CIRCOR International, Inc. The Company estimated its assets at $10 million to $50 million and its debts at $50 million to $100 million at that the time of the filing. MAR-ROX INC: 5th Cir. Affirms Plan Rejection, Case Conversion ------------------------------------------------------------- Mark and Roxanne Cantu filed a Chapter 11 reorganization plan jointly with their wholly owned corporation, Mar-Rox, Inc. Mark Cantu's law office had been in disarray for quite some time, and has continued to lose money during the bankruptcy. Under the Plan, all personal injury cases from Mr. Cantu's law firm, as well as the Cantus' non-exempt property, would be included in a liquidating trust. The Plan specified, however, that 75% of all post-confirmation cases -- and 100% of a specific post- confirmation case -- be pledged to one secured creditor, International Bank of Commerce. Fees from the prepetition cases would fund the $4 million necessary to satisfy the unsecured claims. The unsecured creditors refused to vote to confirm the plan. Instead, they filed a motion asking that the Cantus' Chapter 11 bankruptcy be converted to a Chapter 7 liquidation. Accordingly, the bankruptcy court refused to confirm the Plan, citing violations of both the "disposable income" requirement and the "absolute priority" rule, then converted the bankruptcy from a Chapter 11 reorganization to a Chapter 7 liquidation. The Cantus appealed to the district court, which affirmed both the denial of the plan and the conversion of the bankruptcy to Chapter 7. The Cantus further appealed to the United States Court of Appeals for the Fifth Circuit. The three-man panel of W. Eugene Davis, Jacques L. Wiener, Jr., and James L. Dennis affirmed the lower court rulings. "We agree that the Plan was not confirmable and that the case was correctly converted to a Chapter 7 liquidation," the Fifth Circuit held. A copy of the Fifth Circuit's opinion is available at http://is.gd/g882Nfrom Leagle.com Mar-Rox, Inc., based in McAllen, Texas, owns and operates a motel. It filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 08-70261) on May 6, 2008. Judge Richard S. Schmidt presided over the case. Oscar Luis Cantu, Jr., Esq., served as bankruptcy counsel. Mar-Rox estimated $10 million to $50 million in both assets and debts in its petition. MARY SIMMONS: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Mary L. Simmons dba Simmons Homes, LLC Keep It Movin Edutainment, Inc. Simmons Homes.Net, Inc. aka Mary L. Jordan Mary Simmons Mary Louise Simmons Mary Jordon Simmons Mary Louise Jordan Simmons 741 W. Sacramento Altadena, CA 91001 Tel: (626) 798-0448 Bankruptcy Case No.: 10-54475 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Alan M. Ahart Debtor's Counsel: Kelly F. Ryan, Esq. 80 S. Lake Avenue, Suite 500 Pasadena, CA 91101 Tel: (626) 568-8808 Fax: (626) 568-8809 E-mail: kryan@ryanattorneys.com Scheduled Assets: $2,443,036 Scheduled Debts: $2,469,011 A list of the Debtor's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-54475.pdf MEDICAL EDUCATIONAL: Plan Outline Hearing Set for December 1 ------------------------------------------------------------ The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico will convene a hearing on December 1, 2010, at 9:00 a.m. to consider adequacy of the Disclosure Statement explaining Medical Educational and Health Services Inc.'s proposed Plan of Reorganization. Objections, if any, are due 15 days prior to the hearing date. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for the Debtor to be able to comply with the payment plan if it is found to be successful in its adversary proceeding against the Municipality of Mayaguez and others. All dividends will be used to fund the plan. If no damages are granted, but MEDHS; rights as lease holder are recognized, the rent proceeds from SISSO and at a later date, from MARC, will fund the plan. Alternative sources of funds would be the economic exploitation of the parking and the sale or assignment to third party developers of the right to develop the office building and mall. Treatment of Claims and Interests Class 1 - General Unsecured Undisputed Creditors to receive 100% payment, in equal monthly installments during a five year period. Class 2 - General Unsecured Disputed Creditors, to the extent that they are found to be actual creditors of the estate, they will receive 100% payment, in equal monthly installments during a five year period. Otherwise they will receive no payment. There are no secured creditors, in the Chapter 11 case. Class 3 - Equity Security and other interest holders: upon compliance with the plan, all remaining equity, including real and personal property, including future proceeds of litigation not needed to implement the plan, will benefit Equity Security and other interest holders in a manner proportional to their interest in the company. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MedicalEducational_DS.pdf The Debtor is represented by: Rafael Gonzalez Velez, Esq. 1806 Calle McLeary Suite 1-B San Juan, PR 00911-1321 Tel: (787) 726-8866 Fax: (787) 726-8877 E-mail: rgvlo@prtc.net About Medical Educational and Health Services Inc. Headquartered in Mayaguez, Puerto-Rico, Medical Educational and Health Services Inc. was created, specifically, to promote and advance the establishment and operation of medical educational facilities and institutions along the western areas of Puerto Rico. The Company filed for Chapter 11 bankruptcy protection on June 3, 2010 (Bankr. D. P.R. Case No. 10-04905). The Company estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. MESA AIR: Extends Code Share Agreement With US Airways ------------------------------------------------------ Mesa Air Group, Inc. has reached an agreement in principle with US Airways, Inc. to extend its code share agreement covering 38 CRJ- 900 aircraft for an additional term of 39 months to September 2015. Under the term sheet, Mesa Airlines, Inc., a wholly owned subsidiary of Mesa Air Group, will continue to provide regional jet service under the US Airways Express banner. The agreement is subject to approval by Mesa's and US Airways Boards of Directors and the Bankruptcy Court overseeing Mesa's restructuring. Under the agreement Mesa will continue to provide US Airways Express service out of US Airways' hubs in Phoenix, AZ and Charlotte, NC utilizing aircraft in Mesa's current fleet. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. METAMORPHIX INC: Organizational Meeting to Form Panel Oct. 22 ------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on October 22, 2010, at 9:30 a.m. in the bankruptcy case of Metamorphix, Inc. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 5209, Wilmington, DE 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Beltsville, Maryland-based Metamorphix, Inc. -- http://www.metamorphixinc.com-- a life sciences company, along with its subsidiary MMI Genomics, Inc., develops tools, technologies, and products for livestock and companion animal health and productivity. The Company offers systems for DNA-based parent verification and diagnostic testing in livestock and companion animals. Metamorphix had been forced into Chapter 7 bankruptcy by 14 creditors who are owed $1.69 million. The original case was filed on January 28, 2010, in the U.S. Bankruptcy Court for the District of Delaware. Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston LLP, who represents MetaMorphix, said that the Court agreed to convert the case from an involuntary Chapter 7 to a voluntary Chapter 11 case (Bankr. D. Del. Case No. 10-10273). MIRA VISTA: Plan Outline Hearing Scheduled for November 29 ---------------------------------------------------------- The Hon. Brenda T Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas will convene a hearing on November 29, 2010, at 10:30 a.m., to consider adequacy of the Disclosure Statement explaining Mira Vista Villas, L.L.C., and Mira Vista Oak Gate, L.L.C.'s proposed Plan of Reorganization. Objections, if any, are due November 22. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for a reorganization of all liabilities owed by the Debtors. The Debtors will operate their businesses after the Effective Date, and will dedicate sufficient revenues to fund all obligations. The Debtors' operations will enable them to generate sufficient revenues to fund the Plan. Treatment of Claims and Interests Class 1 - Secured Claim of Lender - The existing loan documents between the Debtors and lender will be assumed fully by the Reorganized Debtors and the Lender with the these modifications: (1) the maturity date on the note securing the Class 1 Claim will be extended to a date that is five years after the Effective Date; (2) interest will accrue upon the principal amount of the note at the non-default rate of interest so long as the Reorganized Debtors remain current on their obligations under the loan documents after the Effective Date; (3) the note principal will be the amount determined under Section 506(a); and (4) any floor or minimum on the interest rate will be deleted in its entirety. Class 3 - Creditors holding Allowed General Unsecured Claims will be paid out of net cash flow, with payments being made on a quarterly basis on October 1, January 1, April 1 and July 1 of each year for a period of three years following the Effective Date. The payments will be distributed on a pro rata basis from net cash flow. The Villas Debtor estimates that the Class 3 Claims will be paid an estimated 80% of their claims. Class 4 - Equity Interest Holders will retain their interests in the Villas Debtor. To the extent any funds are needed to satisfy any payments on Administrative Claim, payment to Class 2 Administrative Convenience Claim that elects Option 1, or any other payments due on or within 30 days of the Effective Date), Class 4 Equity Interest Holders will be required to remit their proportional share of the Confirmation Funds to retain their Class 4 Equity Interests. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MIRAVISTA_DS.pdf The Debtors can be reached at: Vickie L. Driver, Esq. Coffin & Driver, PLLC 7557 Rambler Rd., Suite 110 Dallas, TX 75231 Fax: (214) 377-4858 E-mail: vdriver@coffindriverlaw.com About Mira Vista Oak Gate, L.L.C. Plano, Texas-based Mira Vista Oak Gate, L.L.C., and Mira Vista Villas, L.L.C., are each tenant-in-common owners of a 304 unit apartment community located at 350 Continental Drive, Lewisville, Texas 75067, commonly referred to as the Mira Vista Ranch. Mira Vista Oak filed for Chapter 11 bankruptcy protection on July 5, 2010 (Bankr. E.D. Tex. Case No. 10-42224). The Company estimated its assets and debts at $10 million to $50 million. Affiliate Mira Vista Villas filed for Chapter 11 bankruptcy protection on July 5, 2010 (Bankr. E.D. Tex. Case No. 10-42223). Vickie L. Driver, Esq., at Coffin & Driver, PLLC, is the Debtor's bankruptcy counsel. The Company estimated its assets and debts at $10 million to $50 million. MOUNT VERNON: Plan Promises Up to 4.2% Recovery for Unsecureds -------------------------------------------------------------- Mount Vernon Monetary Management Corp., et al., and the Official Committee of Unsecured Creditors submitted to the U.S. Bankruptcy Court for the Southern District of New York a proposed Plan of Liquidation and an explanatory Disclosure Statement. The Debtors and the Committee will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for the resolution of the outstanding claims against and interests in the Debtors. The Plan provides for the creation of the MVMMC trust, into which all of the Debtors' assets as of the effective date will transferred. Under the Plan, holders of allowed general unsecured claims will receive their pro rata share of MVMMC Trust assets after payment of the administrative expense claims, allowed Customer Claims and Convenience Claims net of payments made pursuant to the restitution order. The Plan cancels all equity interests in the Debtors and the holders of equity interests will receive no distribution under the Plan. Pursuant to the Plan, the estimated percentage recovery for: -- secured claims is 66%; -- general unsecured claims is 3% to 4.2%; and -- convenience claims is 50% of the allowed claim up to an amount of $1,000. The Debtors scheduled a December 21 confirmation hearing. Objections, if any, are due December 14, 2010, at 4:00 p.m. (prevailing Eastern Time). Ballots accepting or rejecting the Plan are due 4:00 p.m. on December 13. Ballot must be delivered to: Mount Vernon Monetary Management Corp. c/o The Garden City Group, Inc. P.O. Box 9615 Dublin, OH 43017-4915 A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MountVernon_DS.pdf The Debtors are represented by: Allen G. Kadish, Esq. Burke A. Dunphy, Esq. GREENBERG TRAURIG, LLP 200 Park Avenue New York, NY 10166 The Committee is represented by: S. Jason Teele, Esq. Sharon L. Levine, Esq. Cassandra M. Porter, Esq. LOWENSTEIN SANDLER, PC 65 Livingston Avenue Roseland, NJ 07068 About Mount Vernon Mount Vernon, New York-based Mount Vernon Monetary Management Corp. and its affiliates consist of 33 commonly owned entities engaged in the ownership and management of automated teller machines, check cashing, and armored car services, real estate entities and related businesses, many of which are operationally related. Mount Vernon Monetary Management and its affiliates filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-23053). Mount Vernon filed for Chapter 11 bankruptcy after their president Robert Egan and chief operating officer Bernard McGarry were arrested and charged with bank fraud. Allen D. Applbaum, a senior managing director with FTI Consulting, Inc., has been appointed by the court as Receiver and Sole Corporate Manager of the Debtors. Allen G. Kadish, Esq., at Greenberg Traurig, LLP, assists the Company in its restructuring effort. In an affidavit filed with the Bankruptcy Court on the Petition Date, Allen D. Applbaum said as of April 30, 2010, the Debtors had an aggregate total of $179.1 million in assets and $186 million in liabilities. MOVIDA COMMUNICATIONS: Insider Claims v. Brightstar Dismissed ------------------------------------------------------------- Clear Thinking Group LLC, as Trustee for the estate of KCMVNO, Inc., formerly Movida Communications, Inc., sued Brightstar US, Inc., on three counts. Count I seeks avoidance and recovery of allegedly preferential transfers made within 90 days of the Petition Date pursuant to Bankruptcy Code sections 547(b) and 550(a). Count II seeks avoidance and recovery of allegedly preferential transfers made within one year of the Petition Date pursuant to Bankruptcy Code sections 547(b) and 550(a). Count III seeks disallowance of claims by Brightstar against the Debtor pursuant to Bankruptcy Code section 502(d). Brightstar seeks dismissal of Count II for failure to state a claim upon which relief may be granted. The Trustee argues that Brightstar is an insider because the close relationship between Movida and Brightstar and its parent Brightstar Corp. allowed BSC/Brightstar to control Movida. The Trustee also points to Movida's possession of unsold Brightstar inventory worth roughly $5 million on the Petition Date. The Trustee asserts that, pursuant to Schubert v. Lucent Techs. Inc. (In re Winstar Comm'ns Inc.), it need not plead facts related to veil-piercing, but simply facts showing something other than an arm's length relationship between the parties. The Trustee further argues that it is entitled to discovery prior to dismissal of the Complaint because, to-date, the Trustee has lacked access to Movida's personnel. Brightstar argues that Count II should be dismissed because the Complaint fails to sufficiently allege that Brightstar is a statutory or non-statutory insider of Movida. Brightstar then argues that the facts alleged in the Complaint fail to support an inference that Brightstar was a non-statutory insider of Movida for lack of arm's length dealings, as required by Winstar. The Hon. Brendan Linehan Shannon rule that, to survive a motion to dismiss, a complaint must contain allegations that are more than simply consistent with liability. By stating bare conclusions and facts supportive of nothing more than a normal supplier/purchaser relationship, the Trustee has failed to allege sufficient facts from which the Court could infer that Brightstar is an insider. The case is Clear Thinking Group LLC, as Trustee, v. Brightstar US, Inc., Adv. Pro. No. 10-50730 (Bankr. D. Del.). A copy of Judge Shannon's Opinion, dated Oct. 15, 2010, is available at http://is.gd/g86I5from Leagle.com. Clear Thinking Group was represented in the case by: David W. Carickhoff, Esq. BLANK ROME LLP 1201 N. Market Street, Suite 800 Wilmington, DE 19801 - and - Edward J. LoBello, Esq. Alan E. Marder, Esq. Jil Mazer-Marino, Esq. MEYER, SUOZZI, ENGLISH & KLEIN, P.C. 1350 Broadway, Suite 501 P.O. Box 822 New York, NY 10018 Brightstar is represented by: Mark Minuti, Esq. Lucian Murley, Esq. SAUL EWING LLP 222 Delaware Ave., Suite 1200 P.O. Box 1266 Wilmington, DE 19899 - and - John H. Culver, III, Esq. John R. Gardner, Esq. K&L GATES LLP 4350 Lassiter at North Hills Ave., Suite 300 Raleigh, NC 27619 About Movida Communications Headquartered in Kansas City, Missouri, Movida Communications Inc. -- http://www.movidacellular.com/-- now known formally as KCMVNO Inc., is a wireless service provider that offers pay-as-you-go wireless voice and data communications services using a national providers digital network. The company filed for Chapter 11 protection on March 31, 2008 (Bankr. D. Del. Case No. 08-10600). Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, in Wilmington, Delaware, represented the Debtor. The U.S. Trustee for Region 3 appointed creditors to serve on an Official Committee of Unsecured Creditors. David W. Carickhoff, Jr., Esq., at Blank Rome LLP represented the Committee. When the Debtor filed for protection from its creditors, it estimated $10 million to $50 million in assets and $50 million to $100 million in debts. On March 3, 2009, the Court confirmed the Debtor's Amended Chapter 11 Plan of Liquidation, dated January 4, 2009. Pursuant to the Plan, Clear Thinking Group LLC was appointed and authorized to prosecute certain causes of action. NEFERTARY, INC.: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Nefertary, Inc. dba El Toro Animal Hospital 23162 El Toro Frontage Road Lake Forest, CA 92630 Bankruptcy Case No.: 10-24738 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Central District of California (Santa Ana) Debtor's Counsel: Bert Briones, Esq. DEBT RELIEF LAW GROUP LLP 1422 Edinger Avenue, Suite 230 Tustin, CA 92780 Tel: (714) 604-4678 Fax: (714) 464-4627 E-mail: ecfmailonly@gmail.com Scheduled Assets: $1,142,765 Scheduled Debts: $1,405,295 A list of the Company's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-24738.pdf The petition was signed by Fred Saad, D.V.M., president. NEXT 1: Filing of Form 10-Q for August 31 will be Delayed --------------------------------------------------------- Next 1 Interactive, Inc., disclosed in a regulatory filing Friday that the filing of its quarterly report on Form 10-Q for the three months ended August 31, 2010, will be delayed. The Company does not anticipate any significant change in results of operations from the corresponding period for the last fiscal year. The subject quarterly report will be filed on or before the fifteenth calendar day following the prescribed due date. About Next 1 Weston, Fla.-based Next 1 Interactive, Inc. (OTC BB: NXOI - News) -- http://www.nxoi.com/-- is a media based company, specializing in travel and real estate. The Company's balance sheet at May 31, 2010, showed $14.6 million in total assets, $9.9 million in total liabilities, and stockholders' equity of $4.7 million. * * * As reported in the Troubled Company Report on June 11, 2010, Kramer, Weisman and Associates, LLP, in Davie, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the year ended February 28, 2010. The independent auditors noted that the Company had an accumulated deficit of $30.0 million and working capital deficit of $2.1 million at February 28, 2010, net losses of $11.9 million for the year ended February 28, 2010, and cash used in operations of $5.6 million during the year ended February 28, 2010. NORTH AMERICA: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: North America Real Estate Master Fund, LLC 1321 North Vista Street, #306 Los Angeles, CA 90046 Bankruptcy Case No.: 10-54405 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Victoria S. Kaufman Debtor's Counsel: Diane B. Carey, Esq. LAW OFFICES OF DIANE B. CAREY 3010 Wilshire Boulevard, Suite 428 Los Angeles, CA 90010 Tel: (323) 586-0119 Fax: (877) 262-0281 E-mail: dbcarey@netzero.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Parou Banyan, managing partner. NORTH AMERICAN PETROLEUM: Securities Trading Restrictions Imposed ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has entered an order establishing notification procedures for anyone acquiring more than 1,350,000 shares of common stock in Petroflow Energy Ltd. Detailed information about the notice requirements and trading restrictions is available at http://dm.epiq11.com/NAPCUS About North American Petroleum Corp. USA Denver, Colorado-based North American Petroleum Corp. USA is a natural gas driller. North American Petroleum and Prize Petroleum are subsidiaries of Petroflow Energy Corporation. North American Petroleum sought Chapter 11 protection on May 25, 2010 (Bankr. D. Del. Case No. 10-11707). David R. Seligman, Esq., and Ryan Blaine Bennett, Esq., at Kirkland & Ellis LLP in Chicago serve as lead bankruptcy counsel. Domenic E. Pacitti, Esq., and Margaret M. Manning, Esq., at Klehr Harrison Harvey Branzburg LLP in Wilmington, Del., serve as the Debtor's local counsel. Kinetic Advisors LLC is the Company's restructuring advisor. Epiq Bankruptcy Solutions, LLC, is the Debtor's notice, claims and balloting agent. The Debtor disclosed $140,678,983 in assets and $125,595,183 in liabilities as of the Petition Date. The Debtor's affiliate, Prize Petroleum LLC, filed a separate Chapter 11 petition on May 25, 2010 (Case No. 10-11708). Prize Petroleum scheduled $121,945,092 in liabilities. OAKRIDGE GOLF: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Oakridge Golf Club, L.P. 11512 El Camino Real, Suite 120 San Diego, CA 92130 Bankruptcy Case No.: 10-37258 Chapter 11 Petition Date: October 13, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Joyce W. Lindauer, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: courts@joycelindauer.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Jeff Silverstein, general partner. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Shores Properties, L.P. 10-34904 07/12/2010 OMNOVA SOLUTIONS: Moody's Assigns 'Ba2' Rating on $200 Mil. Loan ---------------------------------------------------------------- Moody's Investors Service assigned OMNOVA Solutions Inc.'s proposed $200 million senior secured term loan a Ba2 rating and $250 million senior unsecured notes a B2 rating. OMNOVA's existing ratings were affirmed (B1 Corporate Family Rating and B1 Term Loan B rating). The new debt is being issued to fund the pending acquisition of Eliokem International SAS. The rating outlook is stable. This summarizes the ratings: OMNOVA Solutions Inc. Ratings Assigned: * $200mm Gtd Sr. Sec Term Loan -- Ba2 (LGD2, 27%) * $250mm Gtd Sr. Unsecured Notes -- B2 (LGD5, 75%) Ratings Affirmed: -- Corporate Family Rating -- B1 -- Probability of Default Rating -- B1 -- $150mm Gtd Sr Sec Term Loan B due 2014 -- B1 (LGD3, 42%) -- Outlook: Stable Ratings Rationale The rating on the existing term loan B due 2014 will be withdrawn once the debt is refinanced with the proceeds of the new debt. OMNOVA announced on September 22, 2010, it had entered into an agreement with AXA Private Equity granting it a period of exclusivity to acquire Eliokem, a manufacturer of specialty polymers and chemicals for a purchase price of approximately $300 million, which includes around $154 million of Eliokem debt. OMNOVA will fund the acquisition with the proposed term loan and senior notes proceeds that will also refinance Eliokem's and OMNOVA's existing debt. OMNOVA is also replacing its existing $90 million revolving credit facility with a new five year $100 million ABL facility. Moody's view the announced acquisition of Eliokem as a positive. The acquisition is a good strategic fit, and will provide diversification into new niche product end markets for emulsion polymers (75% of Eliokem's business are new markets for OMNOVA), leading market positions, expansion into higher growth geographies (particularly in emerging markets), an expanded customer base, and international manufacturing operations that can offset the need for future capital investments. Eliokem's emulsion polymer chemistries are similar to those of OMNOVA's Performance Chemicals segment, but adds new product areas (e.g., antioxidants, specialty resins, elastomeric modifiers). Eliokem's higher margins, the greater scale of the combined operations and the potential for synergies should improve OMNOVA's profit margins. While OMNOVA has not actively made acquisitions in the recent past and does not have operations in certain geographies where Eliokem operates, Moody's would expect that OMNOVA's familiarity with the Eliokem business should help minimize the acquisition integration risks. OMNOVA's B1 CFR is supported by the improvement in operating performance and liquidity over the past twelve to eighteen months. The Performance Chemicals segment has experienced higher sales volumes and profitability, and is expected to benefit further from stronger pricing for paper producers (paper related sales account for approximately 46% of the Performance Chemicals segment sales). While the Decorative Products business has rebounded from trough levels, its profit margins remain challenged, as real estate markets are not supporting higher demand. Therefore the company is solely reliant on the Performance Chemicals business for its cash flows. Lower commodity prices, rebounding volumes (that are still below peak levels) and permanent overhead cost reductions have led to increased profit margins and cash flows at OMNOVA. The company has also increased market shares as competitors have exited the SB latex and other businesses. The ratings are further supported by OMNOVA's improved financial performance and liquidity that gives it the ability to absorb the acquisition debt without impacting the B1 CFR. The all debt financing of the acquisition is expected to leave OMNOVA with reasonable leverage for the B1 CFR (Debt/EBITDA ~ 4.3x for the twelve months ended August 31, 2010, on a pro forma basis, including Moody's standard analytical adjustments). The reasonable acquisition purchase price (approximately 6x adjusted EBITDA) also allows OMNOVA to consider an all debt financed transaction without pressuring the CFR. Eliokem International manufactures specialty polymers and chemicals, including coating resins, elastomeric modifiers, antioxidants, rubber reinforcing resins, oil and gas drilling chemicals, and lattices for specialty applications. Its emulsion polymer chemistries are similar to the offerings of OMNOVA's Performance Chemicals segment. The company operates five production facilities, four of which are outside the U.S. It had sales of and adjusted EBITDA of $276 million and $51 million for the twelve months ended August 31, 2010. About 76% of Eliokem's 2009 sales were outside the U.S., including the high growth emerging markets of Asia. OMNOVA manufactures decorative and functional surfaces, emulsion polymers and specialty chemicals. The company operates in two business segments, Decorative Products (approximately 43% of FY2009 consolidated net sales), which makes commercial wall coverings, coated fabrics and decorative laminates, and Performance Chemicals (approximately 57% of FY 2009 consolidated net sales), which offerings include binders, coatings and adhesives for the paper and carpet industries. OMNOVA is a producer of styrene butadiene latex in North America. Headquartered in Fairlawn, Ohio, OMNOVA was formed when it was spun-off from GenCorp in 1999. Revenues were $827 million for the twelve months ended August 31, 2010. ORANGE ROSE: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Orange Rose, LLC dba Starlite Mobile Home Park 3218 W. Azeele Street Tampa, FL 33609 Bankruptcy Case No.: 10-24856 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: Don M. Stichter, Esq. STICHTER, RIEDEL, BLAIN & PROSSER 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: dstichter.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-24856.pdf The petition was signed by Jeffrey L. Miller, manager. ORLEANS HOMEBUILDERS: Reaches Consensual Separation Deal With CEO ----------------------------------------------------------------- Orleans Homebuilders, Inc. and its longtime CEO Jeffrey P. Orleans have entered into a separation and settlement agreement. The agreement provides for Mr. Orleans's resignation from his positions with the Company and its affiliates and resolves all claims that Mr. Orleans might have against them. Details of the agreement are included in the Company's motion for approval of the agreement, scheduled to be heard Nov. 8, 2010. "The contributions Jeffrey Orleans has made to the Company over the years are immeasurable. The board of directors and I wish to thank him for his past service and extend him our best wishes in his future endeavors," said Mitchell B. Arden, Senior Managing Director and Shareholder of Phoenix Management, who has been serving as Orleans' Chief Restructuring Officer. "The Company and Jeffrey each agree that it is the right time to clear the way for their respective future plans. Both the Company and its creditors appreciate this amicable resolution." Jeffrey Orleans, 64, has worked for more than 40 years with the Company founded by his grandfather. Since 1986, he has been chairman of the board and chief executive officer, and, since 2009, president. Under the agreement, Mr. Orleans's resignation will be effective the first business day following the date on which the Bankruptcy Court's order approving the settlement becomes final and non-appealable, and the Company will pay him $700,000 on that date in settlement of his claims against the Company, among other things. Should the Company require his assistance following that time, Mr. Orleans will be compensated on a mutually-agreed basis. The settlement also provides that Mr. Orleans will not take any action that would delay, hinder or obstruct the Company's solicitation of votes in favor of confirmation of its proposed modified first amended joint plan of reorganization, which is scheduled for a confirmation hearing on Nov. 16, 2010, or consummation of the plan. Arden noted that the settlement "will allow us to continue working actively toward effecting the final steps in the reorganization process." The Company and most of its operating subsidiaries filed voluntary petitions to commence the Chapter 11 process on March 1, 2010. The filing did not include certain of the Company's subsidiaries, including its mortgage services subsidiary, Alambry Funding Inc., which provides mortgage brokerage services for customers and financial institutions, but does not underwrite any customer mortgages. About Orleans Homebuilders Inc. Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker & Lancaster, Masterpiece Homes, Realen Homes and Orleans -- develops, builds and markets high-quality single-family homes, townhouses and condominiums. From its headquarters in suburban Philadelphia, the Company serves a broad customer base including first-time, move-up, luxury, empty-nester and active adult homebuyers. The Company currently operates in these 11 distinct markets: Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. Orleans Homebuilders employs approximately 300 people. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Del. Case No. 10-10684). Cahill Gordon & Reindell LLP is the Debtor's bankruptcy and restructuring counsel. Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, are the Debtor's Delaware and restructuring counsel. Blank Rome LLP is the Debtor's special corporate counsel. Garden City Group Inc. is the Debtor's claims and notice agent. The Company estimated assets and debts at $100 million to $500 million. PALAZZO HOMES: Owner Files for Chapter 7 Protection --------------------------------------------------- Jeff Manning at the Oregonian reports that Portland-based homebuilder Randall Palazzo filed for bankruptcy under Chapter 7, estimating assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. Bankruptcy attorney Al Kennedy said had Mr. Palazzo personally guaranteed payment of certain obligations that he simply cannot pay, according to the Oregonian. According to the Oregonian, it is unclear what impact the bankruptcy filing will have Mr. Palazzo's company, Palazzo Custom Homes. Mr. Kennedy said Mr. Palazzo's ownership stake in the company becomes an asset of the bankruptcy estate. A court- appointed bankruptcy trustee will have a choice of trying to sell it, possibly back to Mr. Palazzo or to a third party, or abandoning it. A meeting of Palazzo creditors has been scheduled for 9:30 a.m. on Nov. 9, 2010, at the U.S. Trustee's office in downtown Portland, notes Mr. Manning. PETTERS GROUP: Trustee Aims to Recover Over $3BB in Phony Profits ----------------------------------------------------------------- David Phelps at Star Tribune reports that a trustee in the Tom Petters bankruptcy case is seeking $323 million in false profits from Steve Stevanovich and his Epsilon and Westford hedge funds, and $3.2 billion in total transfers between the funds and Petters Co. Inc. In the lawsuit, Epsilon and Westford are described as feeder funds that took investments from others and then invested with Petters. Westford was an offshore fund registered in the Cayman Islands, says Mr. Phelps. Mr. Stevanovich is described as a member of the University of Chicago Board of Trustees, where he earned a bachelor's degree in economics in 1985 and an M.B.A. five years later. Mr. Stevanovich made a $7 million donation to the University of Chicago for a center for financial mathematics that bears his name, according to Star Tribune. About Petters Group Worldwide LLC Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc., Petters Group Worldwide, LLC, and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Case No. 08-45257) on October 11, 2008. James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., serves as the Debtors' counsel. In its petition, Petters Company, Inc., estimated debts of between $500 million and $1 billion, while its parent, Petters Group Worldwide, LLC, estimated debts of not more than $50,000. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on October 6, 2008 . Petters Aviation, LLC is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. QWEST COMMUNICATIONS: Fitch Maintains 'BB' Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings is maintaining the Rating Watch Positive on the 'BB' Issuer Default Rating assigned to Qwest Communications International, Inc. and its subsidiaries. Concurrently, Fitch has affirmed the 'BBB-' issue rating assigned to Qwest's $1.035 billion senior secured credit facility and the senior unsecured debt issued by Qwest Corporation. Approximately $13.1 billion of debt outstanding as of June 30, 2010, including $7.9 billion of debt outstanding at QC, is affected by Fitch's action. This release pertains to Fitch's six-month review of the Rating Watch status following the placement of the company's IDR on Rating Watch Positive on April 22, 2010. Qwest and CenturyLink, Inc., have a pending agreement to merge in an all stock transaction. Fitch expects to finalize CenturyLink's and Qwest's ratings following the receipt of its final regulatory approvals and prior to the close of the merger (anticipated for the first half of 2011). In evaluating the final ratings, Fitch will take into account expectations for the merged company's future financial performance and the underlying operating environment as it affects the company's wireline-based business and the extent to which secular pressure on voice service revenues can be mitigated by proposed synergies, productivity improvements, and revenue from growth areas (primarily data services). Additional factors in evaluating the merger include the integration costs incorporated into the transaction and the outcome of the regulatory approval process. Pro forma net leverage for CenturyLink/Qwest for the last 12 months ending June 30, 2010, excluding synergies, was relatively strong at approximately 2.4 times. However, CenturyLink gained exposure to more intense competition through the 2009 acquisition of Embarq and its higher suburban/urban profile, and the acquisition of Qwest will add to the exposure to more intensely competitive markets and higher levels of technology substitution. As a result of the higher business risk, the combined CenturyLink/Qwest would have to demonstrate the ability to maintain leverage materially below Fitch's investment-grade rating threshold of 3.0x for a traditional rural local exchange carrier and, to sustain financial flexibility, its dividend payout as a percentage of free cash flow would have to be no greater than 55%. Qwest's current ratings incorporate the scope, scale and relatively consistent cash flow generated by QC's local exchange business, and the stable operating trends of Qwest's enterprise segment. Fitch believes that Qwest has sufficient capacity within the current ratings to withstand the continued secular and cyclical pressure on its operating profile stemming from ongoing competitive, technology substitution and economic factors. The ratings are supported by Qwest's ability to continually enhance operating margins and efficiently invest capital in its physical plant, positioning the company to generate relatively consistent levels of EBITDA and FCF (defined as cash flow from operations less capital expenditures and dividends). In Fitch's opinion when compared to its RBOC (regional Bell operating company) peer group, Qwest lacks revenue diversity and revenue growth opportunities, particularly a strong facilities- based wireless business, that can offset technology, economic and competitive issues that continue to erode Qwest's land-line business which weakens Qwest's competitive position. Qwest's business profile is more wire-line voice and consumer centric relative to its RBOC peer group. These businesses arguably are most exposed to competitive and technology threats. The current economic environment -- in particular slower housing starts and higher unemployment -- only exacerbate the competitive and wireless substitution threats. Balancing the operational concerns is Fitch's expectation that Qwest will continue to generate relatively stable amounts of FCF, as Fitch believes that the company has a sufficient level of flexibility within its capital budget to manage FCF generation. During the last 12-month period ending June 30, 2010, the company generated nearly 1.3 billion of free cash flow, which is consistent with the $1.3 billion of FCF generated during the year ended Dec. 31, 2009. Looking ahead, Fitch expects lower interest costs related to the expected debt reduction will provide support to the company's ability to generate free cash flow. Fitch anticipates that Qwest will generate approximately $1 billion of FCF during the ratings horizon. Qwest's liquidity position and overall financial flexibility are strong and are supported by expected FCF generation, cash on hand (including short-term investments totaling $1.8 billion as of June 30, 2010) and available borrowing capacity from Qwest's $1.035 billion senior secured revolver, which expires Sept. 30, 2013. Fitch believes that existing liquidity will be sufficient to address remaining debt maturities in 2010 totaling approximately $1.4 billion, largely consisting of Qwest's 3.50% convertible senior notes due 2025. The notes are expected to be redeemed by Qwest in November in accordance with the terms of the CenturyLink merger agreement. The bulk of scheduled debt maturities during 2011 and 2012 - totaling nearly $2.6 billion - are QC debt maturities which are expected to be refinanced. Total debt as of June 30, 2010, was approximately $13.1 billion reflecting a decrease of nearly 8%, or a reduction of approximately $1.1 billion from the end of 2009. Leverage, as of the LTM period ended June 30, 2010, was 3.01x, reflecting a modest decrease of 18 basis points relative to year-end 2009. Upon entering 2010 Qwest planned to reduce outstanding debt by $3.5 billion by February 2011 as scheduled maturities are retired, with existing cash and FCF generation providing the impetus for further improvement of its credit profile. Fitch anticipates that Qwest's leverage will approach 2.8x by year-end 2010. Fitch maintains these ratings on Rating Watch Positive: Qwest Communications International, Inc. -- Issuer Default Rating 'BB'; -- Senior unsecured notes (guaranteed by QSC 'BB+'); -- Senior convertible senior notes 'BB'. Qwest Corporation -- IDR 'BB'. Qwest Services Corporation -- IDR 'BB'. Qwest Capital Funding -- IDR 'BB'; -- Senior unsecured notes 'BB'. Fitch affirms these ratings with a Stable Outlook: QCI -- Senior secured credit facility at 'BBB-'. QC -- Senior unsecured notes at 'BBB-'. R&G FINANCIAL: Bondholder Seeks Approval to Sue Directors --------------------------------------------------------- American Bankruptcy Institute reports that a bondholder of R&G Financial Corp. will ask a Puerto Rico judge to decide whether it can go ahead with legal action against the bank holding company's directors to recover $35 million for the debtor's estate. San Juan, Puerto Rico-based R&G Financial Corporation filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. P.R. Case No. 10-04124). Jorge I. Peirats, Esq., at Pietrantoni, Mendez & Alvarez, assists the Company in its restructuring effort. The Company listed $40,213,356 in assets and $420,687,694 in debts. RANCHO TOPANGA: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Rancho Topanga Development Land Company 149 S. Barrington Avenue, Suite 783 Los Angeles, CA 90049 Bankruptcy Case No.: 10-23071 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: David Weinstein, Esq. HOLME ROBERTS & OWEN LLP 800 W. Olympic Boulevard, 4th Floor Los Angeles, CA 90015 Tel: (213) 572-4312 Fax: (213) 572-4400 E-mail: david.weinstein@hro.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-23071.pdf The petition was signed by Scott Gordon, vice president. RAYMOND FARMER: Plan Promises to Pay Creditors in Five Years ------------------------------------------------------------ Raymond Farmer and Diane Farmer, and Joshua and Andrea Farmer, submitted the U.S. Bankruptcy Court for the Western District of North Carolina a proposed Plan of Reorganization and an explanatory Disclosure Statement. According to the Disclosure Statement, the Debtors propose to pay Allowed Administrative Claims and Allowed Priority Tax Claims, to restructure its Allowed Secured Claims, and to pay distributions to Allowed General Unsecured Claims from the value of the Debtor's projected disposable income over a period of five years. The Debtors did not specify the estimated percentage recovery for holders of secured claims. Under the Plan, General Unsecured Claims will be paid their Pro rata share of an amount equal to each Debtor's projected disposable income for a period of five years. General Unsecured Claims will be paid from the Distribution Reserve on a pro rata basis in annual installments with the first payment to be made within one year of the Effective Date. The estimated percentage recovery for the general unsecured claims is 5.6%. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/RAYMONDFarmer_DS.pdf The Debtors are represented by: HAMILTON MOON STEPHENS STEELE & MARTIN, PLLC Travis W. Moon, Esq. Richard S. Wright, Esq. Andrew T. Houston, Esq. 201 South College Street, Suite 2020 Charlotte, NC 28244 About Raymond Farmer Raymond Farmer and Joshua Farmer each owned one-half of the membership interests in seven limited liability companies. Each entity owned certain real property and improvements, which were and are operated as apartment complexes and other rental properties. Raymond Farmer and Joshua Farmer filed for Chapter 11 on April 5, 2010 (Bankr. W.D. N.C. Case No. 10-40269). The cases are jointly administered. An Official Committee of Unsecured Creditors was not appointed due to a lack of interest. The Debtors estimated their assets at $10 million to $50 million and debts at $50 million to $100 million. REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Rating ------------------------------------------------------------- Fitch Ratings has affirmed the ratings on Regal Entertainment Group and Regal Cinemas Corporation. Regal Cinemas is an indirectly wholly owned subsidiary of RGC. The Rating Outlook is Stable. Rating Rationale: -- The ratings continue to reflect RGC's size and position as the largest domestic movie exhibitor, with 6,777 screens in 547 theaters. Fitch expects the company to continue to improve its relatively modern theater circuit in a disciplined manner. The ratings also reflect solid geographic diversity and relatively stable operating performance. -- Fitch believes movie exhibition will continue to be a key promotion window for the movie studios biggest/most profitable releases. -- In the near term, Fitch expects box office revenue for the remainder of 2010 and 2011 to be fueled by the premium pricing charged on 3-D films as major 3-D films continue to be released, along with the growing capacity of 3-D capable screens. However, Fitch continues to expect that the movie exhibitor industry will be challenged in growing attendance and any potential attendance declines will offset some of the growth in average ticket prices. Fitch expects that the remaining 2010 film slate and the announced 2011 films (which include several releases from Marvel and DC Comics, as well as nine sequels) will be able to draw sufficient attendance to maintain current attendance levels or at least keep declines in the 1% to 2% range. -- Fitch notes that concession revenues have remained relatively stable despite the weak economic conditions. While Fitch does not anticipate a significant decline in concession per patron, Fitch remains cautious that high margin concessions (which represent 27% of RGC's total revenues and carry 86% gross margins), may be vulnerable to reduced per-guest concession spending due to cyclical factors or a re- acceleration of commodity prices. -- The ratings also incorporate the intermediate/long-term risks associated with increased competition from at-home entertainment media, limited control over revenue trends, the pressure on film distribution windows, increasing indirect competition from other distribution channels (such as DVD, VOD, and the Internet), and high operating leverage (which could make theater operators free cash flow negative during periods of reduced attendance). In addition, RGC and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. Rating Drivers: -- Fitch heavily weighs the prospective challenges facing RGC and its industry peers in arriving at the long-term credit ratings. Significant improvements in the operating environment (sustainable increases in attendance) and sustained deleveraging could have a positive impact on the rating, though Fitch views this as unlikely. -- Fitch anticipates that the company, and other movie exhibitors, will continue to consolidate. While not anticipated, a debt-financed material acquisition or return of capital to shareholders that would raise the unadjusted gross leverage beyond 4.5 times could have a negative impact on the rating. In addition, meaningful, sustained declines in attendance and/or per-guest concession spending, which drove leverage beyond 4.5x and/or interest coverage below 2.0x, may pressure the rating as well. As of June 30, 2010, liquidity was made up of $225 million in cash and $82 million in credit facility availability (reduced by $3 million in letters of credit), under the company's recently amended $85 million revolving credit facility, which matures in May 2015. Fitch notes that the company has taken significant steps to push out its maturities schedule and reduce near-term refinancing risk. In May 2010, Regal Cinemas successfully amended its senior credit facility, extending the revolver maturity date to May 2015 and the term loan maturity to November 2016. The pricing of the amended facility was unchanged and leverage covenants were widened by 0.25x. Further, in August 2010, RGC issued $275 million of senior unsecured notes due 2018, and used the proceeds to repay its $200 million of convertible senior notes and Regal Cinemas' subordinated notes. The company has no significant maturities until 2016, when the company's new term loan comes due. Free cash flow for 2010 and 2011 is expected to be in the range of approximately $80 million-$120 million. FCF is expected to be lower in 2011 compared to 2010, as Fitch expects capital expenditures to increase in 2011. RGC has no pension obligations. Based on Fitch's conservative base case, revenues are expected to be relatively flat in 2010 but EBITDA is expected to decline as much as 10% due to increased cost associated with 3D/IMAX films and low single digit escalations in operating expenses. Fitch expects 2011 revenue to be up in the low single digits with EBITDA up in the mid single digits reflecting the operating leverage of the business. Total debt as of June 30, 2010, was approximately $2 billion, and lease-adjusted gross leverage, based on Fitch's calculations was 5x (unadjusted gross leverage was 4.1x). Fitch expects unadjusted gross leverage to increase slightly to 4.3x at the end of 2010 but gradually decline over the next few years, but remain above 3.7x. RGC's recovery ratings reflect Fitch's expectation that the enterprise value of the company and, hence, recovery rates for its creditors, will be maximized in a restructuring scenario (going concern) rather than a liquidation. Fitch estimates an adjusted, distressed enterprise valuation of $1.7 billion, using a 5x multiple and including an estimate for RGC's 19.5% stake in National CineMedia LLC (after accounting for the company's sale of a minor portion of its stake) of approximately $140 million. Based on this enterprise valuation, overall recovery for total debt is approximately 82% (before any administrative claims). The 'RR1' recovery rating for the company's credit facilities reflects Fitch's belief that 91%-100% expected recovery is reasonable. While Fitch does not assign recovery ratings for the company's operating lease obligations, it is assumed the company rejects only 30% of its remaining $3.6 billion in operating lease commitments due to their significance to the operations in a going-concern scenario and is liable for 15% of those rejected values (at a net present value). The 'RR4' recovery ratings for Regal Cinemas' senior unsecured notes (equal in ranking to the rejected operating leases) reflect an expectation of 31%-50% recovery. The 'B-/RR6' rating for RGC's senior notes reflects the bonds structural subordination and Fitch's expectation for nominal recovery. Fitch has affirmed these ratings: RGC -- Issuer Default Rating at 'B+'; -- Senior unsecured notes at 'B-/RR6'. Regal Cinemas -- IDR at 'B+'; -- Senior secured credit facility at 'BB+/RR1'; -- Senior unsecured notes at 'B+/RR4'. RICHARD KLARCHEK: Taps Gregory K. Stern P.C. as Bankruptcy Counsel ------------------------------------------------------------------ Richard J. Klarchek asks for authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gregory K. Stern, P.C., as bankruptcy counsel. The Firm will, among other things: (a) review assets, liabilities, loan documentation, executory contracts and other relevant documentation; (b) prepare list of creditors, list of twenty largest unsecured creditors, schedules and statement of financial affairs; (c) assist the Debtor in the preparation of schedules, statement of affairs and other necessary documents; and (d) prepare applications to employ attorneys, accountants or other professional persons, motions for turnover, motions for use, sale or lease of property, motion to assume or reject executor contracts, disclosure statement, plan, applications, motions, complaints, answers, orders, reports, objections to claims, legal documents and any other necessary pleading in furtherance of reorganizational goals. The hourly rates of the Firm's personnel are: Gregory K. Stern $405 Monica C. O'Brien $365 James E. Hausler $250 Christina M. Riepel $250 Gregory K. Stern, Monica C. O'Brien, James E. Hausler and Christina M. Riepel assure the Court that the Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Chicago, Illinois-based Richard J. Klarchek filed for Chapter 11 bankruptcy protection on October 6, 2010 (Bankr. N.D. Ill. Case No. 10-44866). The Debtor estimated his assets at $10 million to $50 million and debts at $50 million to $100 million as of the Petition Date. Affiliates Greenwood Estates MHC, LLC (Bankr. N.D. Ill. Case No. 10-33988) and Sterling Estates, LLC (Bankr. N.D. Ill. Case No. 10- 22319) filed separate Chapter 11 petitions. RICHARD KLARCHEK: Wants Filing of Schedules Extended Until Nov. 2 ----------------------------------------------------------------- Richard J. Klarchek asks the Hon. Susan Pierson Sonderby of the U.S. Bankruptcy Court for the Northern District of Illinois to extend the deadline to file schedules of assets and liabilities and statement of financial affairs. Due to the complex nature and number of the Debtor's businesses and assets, the Debtor requires additional time to meet with counsel in order to complete his Schedules. The Debtor's meeting of creditors is scheduled to take place on November 9, 2010. The Debtor asks the Court to extend the time to file Chapter 11 Schedules and Statement of Financial Affairs until November 2, 2010. Chicago, Illinois-based Richard J. Klarchek filed for Chapter 11 bankruptcy protection on October 6, 2010 (Bankr. N.D. Ill. Case No. 10-44866). Gregory K. Stern, Esq., at Gregory K. Stern, P.C., assists the Debtor in his restructuring effort. The Debtor estimated his assets at $10 million to $50 million and debts at $50 million to $100 million as of the Petition Date. Affiliates Greenwood Estates MHC, LLC (Bankr. N.D. Ill. Case No. 10-33988) and Sterling Estates, LLC (Bankr. N.D. Ill. Case No. 10- 22319) filed separate Chapter 11 petitions. RICHARD KLARCHEK: Section 341(a) Meeting Scheduled for Nov. 9 -------------------------------------------------------------- The U.S. Trustee for Region 11 will convene a meeting of Richard J. Klarchek's creditors on November 9, 2010, at 1:30 p.m. The meeting will be held at 219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802, Chicago, Illinois 60604. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Chicago, Illinois-based Richard J. Klarchek filed for Chapter 11 bankruptcy protection on October 6, 2010 (Bankr. N.D. Ill. Case No. 10-44866). Gregory K. Stern, Esq., at Gregory K. Stern, P.C., assists the Debtor in his restructuring effort. The Debtor estimated his assets at $10 million to $50 million and debts at $50 million to $100 million as of the Petition Date. Affiliates Greenwood Estates MHC, LLC (Bankr. N.D. Ill. Case No. 10-33988) and Sterling Estates, LLC (Bankr. N.D. Ill. Case No. 10- 22319) filed separate Chapter 11 petitions. RIVER ROCK: Moody's Reviews 'B2' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service placed all ratings of River Rock Entertainment Authority's on review for possible downgrade, acknowledging the approaching $200 million senior note debt maturity in November 2011. Ratings placed under review for possible downgrade: (LGD assessments are subject to change.) * Corporate Family Rating -- B2 * Probability of Default Rating -- B2 * $200 million senior notes due November 2011 -- B2 (LGD4, 50%) In Moody's opinion, although River Rock's liquidity is expected to remain adequate to finance operations over the next few quarters, it does not have sufficient internal sources of cash to finance the bond maturity. In addition, the refinancing risk, in Moody's opinion, could be challenging due to the still relatively unstable financing markets for Native American issuers and their lack of alternative funding sources other than the debt market. Ratings could be negatively impacted if The Authority is unable to secure refinancing commitments by at least January of 2011. The review will also focus on potential new competition in River Rock's core gaming market, which in turn could impair River Rock's gaming operation if a new casino is opened in the future. Reportedly, in October 2010, the Federated Indians of the Graton Rancheria's property was taken into trust by federal authorities, marking a step further in the tribe's effort to eventually open a large casino which will be located only 20 miles away from River Rock's existing gaming facility. Moody's last rating action occurred on September 16, 2008 when the rating outlook was changed to negative from stable. River Rock is an unincorporated governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians, a federally recognized Indian tribe with 947 enrolled members and an approximately 75-acre reservation in Sonoma County, California. River Rock was formed in 2003 to own and operate the River Rock Casino, which reported approximately $127 million in net revenues for the last twelve-month period ended June 30, 2010. ROBERT NORRIS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Robert C. Norris Lori Norris 21021 NE 31st Avenue Aventura, FL 33180 Bankruptcy Case No.: 10-41516 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtors' Counsel: Stan Riskin, Esq. 950 S. Pine Island Road, #A-150 Plantation, FL 33324 Tel: (954) 727-8271 Fax: (954) 727-8274 E-mail: slriskin@aol.com Scheduled Assets: $662,120 Scheduled Debts: $2,389,076 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-41516.pdf ROCK US: Gets Competing Offer for Rock JV Madison Ave. Building --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although U.S. subsidiaries of Rock Joint Ventures Ltd. didn't intend to hold an auction for the two office buildings they own in Manhattan, a higher offer was nonetheless submitted for the property on Madison Avenue. Rock US has filed a Chapter 11 plan built upon a sale of buildings in 100-104 Fifth Ave. and 183 Madison Ave. for a combined $168.7 million. The proposed buyers are offering $93.5 million for the Fifth Avenue property and $75.2 million for the building on Madison Avenue. The Chapter 11 plan was accepted before the Chapter 11 filing by Bank of Scotland Plc, the agent for the senior lenders owed $267 million and subordinated secured lenders owed $26 million. The bankruptcy court scheduled a hearing on Nov. 9 both to approve the disclosure statement and confirm the plan. However, according to Mr. Rochelle, Scott Pudalov and Alan Wildes submitted an offer last week of $76.2 million for the Madison Avenue property. The companies referred to Messrs. Pudalov and Wildes in a court filing as "disgruntled former employees of the management company" who were fired "for cause." The two have been claiming they have a right of first refusal on the Madison Avenue property. About Rock US Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection on September 15, 2010 (Bankr. D. Del. Case No. 10-12892). Affiliates Rock US Investments LLC (Bankr. D. Del. Case No. 10-12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D. Del. Case No. 10-12894), and Rock New York (183 Madison Avenue) LLC (Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11 petitions. In their petitions, Rock US Holdings and Rock US Investments each estimated under $50,000 in assets and $100 million to $500 million in debts as of the Petition Date. Rock New York (100-104) and Rock New York (183 Madison) each estimated $100 million to $500 million in both assets and debts. Jamie Lynne Edmonson, Esq., and Neil B. Glassman, Esq., at Bayard PA, are the Debtors' general bankruptcy counsel. Hogan Lovells US LLP is the Debtors' special corporate and Litigation counsel. Jones Day is the Debtors' special real estate counsel. ROSETTA MILLINGTON: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Rosetta Millington, Inc. 2190 South Morgan Valley Drive Morgan, UT 84050 Bankruptcy Case No.: 10-34256 Chapter 11 Petition Date: October 14, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: R. Kimball Mosier Debtor's Counsel: Sarah J. Beck, Esq. UTAH BANKRUPTCY LAW CENTER, LLC 50 West Broadway, 10th Floor Salt Lake City, UT 84101-2020 Tel: (801) 535-4646 Fax: (800) 450-9443 E-mail: Sarah.Beck@utahbankruptcylawcenter.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Lauren Scott, chief operating officer/director. SENIOR COTTAGES: Chapter 7 Trustee's Malpractice Claim Fails ------------------------------------------------------------ WestLaw reports that the attorney and the law firm that represented the Chapter 7 debtor-limited liability companies prepetition demonstrated, on their motion for summary judgment, that the debtors, which were in the business of developing, building, and managing senior citizen housing projects which qualified for low-income housing tax credits, would not have been any better off, in the sense of recovering real value from their operations, had the debtors' principal not relied upon the attorney's advice regarding a transfer of the debtors' assets to a third party. Accordingly, a Minnesota bankruptcy court held, the trustee failed to establish the causation element of his legal malpractice claim under Minnesota law. The attorney and the law firm presented evidence that, due to a deep and fatal flaw in the debtors' business plans for all of the projects, the debtors would have had no chance to survive even if they had kept the projects' assets. The trustee's evidentiary production did not rebut this showing. In re Senior Cottages of America, LLC, --- B.R. ----, 2010 WL 3860363 (Bankr. D. Minn.) (Kishel, J.). The Honorable Gregory F. Kishel previously dismissed the trustee's lawsuit (Bankr. D. Minn. Adv. Pro. No. 03-3132) for the Plaintiff's failure to state a claim on which relief could be granted. In re Senior Cottages of America, LLC, 320 B.R. 895 (Bankr. D. Minn. 2005). The Plaintiff took an appeal from a subsequent order in which his motion to amend his complaint was denied. Ultimately, the Eighth Circuit Court of Appeals reversed and remanded. In re Senior Cottages of America, LLC, 482 F.3d 997 (8th Cir. 2007). After a grant of leave to the Plaintiff to further amend his complaint, plus a twice-extended discovery period, the Defendants moved for summary judgment. Judge Kishel's latest decision resolves the Defendants' summary judgment request. Senior Cottages of America, LLC, and Senior Cottage Management, LLC, sought chapter 11 protection (Bankr. D. Minn. Case No. 00- 32012) on May 2, 2000. The Chapter 11 cases converted to Chapter 7 proceedings on July 18, 2000, and Timothy D. Moratzka, Esq. -- tdm@mcmlaw.com -- serves as the Chapter 7 Trustee. Mr. Moratzka is represented by Andrew P. Moratzka, Esq. -- apm@mcmlaw.com -- at Mackall Crounse & Moore in Minneapolis, Minn. SENTINEL MANAGEMENT: Court Denies BNY's Dispute With Trustee ------------------------------------------------------------ Bankruptcy Law360 reports that the U.S. Supreme Court on Monday refused to hear Bank of New York Mellon Corp.'s challenge to a ruling that cleared the way for the liquidation trustee for Sentinel Management Group Inc. to sue the financial services firm on behalf of Sentinel investors allegedly defrauded of hundreds of millions of dollars. The high court denied BNY's petition for a writ of certiorari and let stand a federal appeals court's finding that Bankruptcy Code restrictions could not stop Sentinel's liquidation trustee, according to Law360. Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987). Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represent the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represents the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On August 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed a plan of liquidation for Sentinel on December 15, 2008, and Mr. Grede is managing the liquidation. SMART ALEC'S: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Smart Alec's Intelligent Food, Inc. 2355 Telegraph Avenue Berkeley, CA 94704 Bankruptcy Case No.: 10-71884 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Northern District of California (Oakland) Judge: Randall J. Newsome Debtor's Counsel: James S. Monroe, Esq. MONROE LAW GROUP 101 California Street, #2450 San Francisco, CA 94111 Tel: (415) 990-4349 E-mail: jim@monroe-law.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-71884.pdf The petition was signed by David Steffensen, vice president/treasurer. SOUTH BAY: Court Officially Approves Incentive Plan --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California granted South Bay Expressway L.P. and its affiliate's request to provide incentive to four key employees, in open court last September 23, 2010. The Court entered its written order on September 29, 2010, providing, among other things, that payments provided for by the Incentive Program will be credited against any bonuses the Debtors may have owed to Key Employees under the Key Employees' prepetition employment agreements, and that payments under the Incentive Program will aggregate no more than $681,800. About South Bay Expressway South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-04516). Its affiliate, California Transportation Ventures Inc., also filed for bankruptcy. The Debtors developed and operate a four lane, nine mile express toll road in Southern California commonly referred to as the South Bay Expressway or State Road 125. Both estimated assets and debts of $500 million to $1 billion in their bankruptcy petitions. Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring effort. PricewaterhouseCoopers LLP is auditor and tax advisor. Imperial Capital LLC is financial advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The Debtors say that as of the bankruptcy filing, they have roughly $640 million in book value of total assets and roughly $570 million in book value of total liabilities. TACO DEL MAR: Franchise Brands Wants to Buy Assets -------------------------------------------------- Puget Sound Business Journal reports that Franchise Brands LLC of Milford, Connecticut, said it will acquire Taco Del Mar for an undisclosed price. "The concept fits our preferred business model with its ease of operation, relatively low investment and presence in a popular food service category," the Journal quotes Lisa Oak, Franchise Brands managing director, as stating. About Taco Del Mar Franchising Founded in Seattle, Washington, in 1992 by brothers James and John Schmidt, Taco Del Mar is a quick-service casual restaurant chain inspired by southern Baja, Mexico, and coastal beach shacks known for serving some of the tastiest burritos and tacos. Today, Taco Del Mar operates in more than 225 locations throughout the U.S., Canada and Guam. Taco Del Mar Franchising Corp. and its affiliate, Conrad & Barry Investments Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 10-10528) on January 22, 2010. George S. Treperinas, Esq. at Karr Tuttle Campbell represents the Debtor in its restructuring effort. The Official Unsecured Creditors' Committee is represented by Geoffrey Groshong, Esq. at Miller Nash LLP. The Company estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million. TAMARACK RESORT: Judge to Issue Ruling on Disputed $2 Million Loan ------------------------------------------------------------------ John Miller at The Associated Press reports that a federal bankruptcy judge said it will issue a ruling on a disputed $2 million loan meant to prop up Tamarack Resort while the search for buyers continues. The judge did not give a deadline for a decision. According to The AP, the loan, from a group led by Zurich-based Credit Suisse Group, would cover everything from a $250,000 state land lease that hasn't been paid since 2009, $50,000 in winterization of unfinished buildings, $303,000 to pay new management, and an estimated $635,000 in lawyers' fees to complete Tamarack's proposed sale. The AP relates a U.S. Trustee described the loan's terms -- a 15% interest rate and a short six-month repayment deadline -- as "so onerous that [Tamarack] is set up to fail." Credit Suisse and other lenders hope the sale of Tamarack's lifts and development land will help them recover a slice of the $300 million they are owed after Tamarack defaulted on a construction loan in 2008. Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. On April 9, 2010, Bankruptcy Judge Terry Myers, signed an order converting Tamarack Resort LLC's involuntary chapter 7 case to a chapter 11 reorganization. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. TERRESTAR NETWORKS: Files for Ch. 11 with EchoStar Deal ------------------------------------------------------- TerreStar Networks Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. TerreStar had $1.4 billion of assets and $1.64 billion of liabilities as of June 30, according to its quarterly report filed with the U.S. Securities and Exchange Commission. The list of largest secured creditors shows U.S Bank National Association: -- as indenture trustee, is owed $943.96 million on account of 15% Senior Secured PIK Notes due 2014; and -- as collateral agent, is owed $85.96 million on account of a money credit Agreement. TerreStar Corp. said in a statement that the Chapter 11 filing is part of a strategic plan to strengthen the Debtors' financial position and achieve long-term success in the mobile satellite services market. Through the restructuring, TerreStar Networks hopes to lessen its debt obligations in order to place greater focus on delivering the future of 'always available' mobile communications through its recent launch of the world's first integrated satellite-cellular smartphone. Jeffrey W. Epstein, president and chief executive officer, TerreStar, said, "After careful consideration of all available alternatives, we determined filing chapter 11 was a necessary and prudent step to strengthen our balance sheet and gain financial flexibility in order to access liquidity and position TerreStar Networks as a stronger, healthier company." $75 Million DIP Financing TerreStar Networks has entered into an agreement with EchoStar Corporation, its largest secured creditor, to provide the Company with a $75 million debtor-in-possession financing facility. EchoStar is a television equipment and satellite services company. The DIP Lenders will provide the Debtors with $18 million in interim financing -- less an original issue discount of 2%, plus fees, interest and other amounts to be capitalized in accordance with the terms of the DIP Documents. The interest rate on the DIP Facility is 15%, paid in kind, and will be added to the principal amount of the DIP Facility. TerreStar Networks will use the DIP financing to maintain business-as-usual operations during the restructuring process. The Company believes its current and anticipated cash resources will be suitable to pay its expenses and maintain its business operations during chapter 11. Mr. Epstein continued, "As part of this initiative, and as a result of receiving our debtor-in-possession financing facility, we will be able to conduct business-as-usual with customers and partners, and ensure the highest customer service is provided throughout the reorganization." Initially, the Debtors and their financial advisor, Blackstone Advisory Partners L.P., discussed and contemplated a Chapter 11 filing with postpetition operations sustaining only on the use of cash collateral, without any additional financing, to fund operations during the chapter 11 cases. Even assuming the Debtors would be able to obtain the necessary consent to use cash collateral, it was determined that cash collateral alone would be insufficient to fund operations and necessary expenditures under the Debtors' go-forward business plan while continuing to service existing debt. The Debtors also negotiated with a group of third party lenders for a "priming" DIP financing but opted for the DIP financing offered by EchoStar. The Debtors estimated $9,500,000 in cash disbursements (excluding payment of professional fees) during the first 30-day period postpetition. Restructuring Support Agreement In addition to the DIP financing facility, TerreStar Networks has also entered into a Restructuring Support Agreement with EchoStar Corporation, under which EchoStar has agreed to support a restructuring premised on a debt for equity conversion by the Debtors' secured noteholders, and backstop a rights offering that will provide the funding for TerreStar Networks' exit from chapter 11. The Debtors were able to negotiate and agree with EchoStar an RSA, pursuant to which (i) EchoStar has committed to backstop $100 million of a $125 million preferred stock rights offering, which will allow the Debtors to repay their DIP Financing facility in full and, if the rights offering is fully subscribed, finance their operations upon their emergence from chapter 11, and (ii) EchoStar has committed to support the equitization of the totality of its secured notes -- which represents more than 50% of the Debtors' close to $1 billion secured notes obligations. TerreStar Networks believes that the RSA will provide the foundation for an expeditious emergence from chapter 11. Mr. Epstein said, "The commitment EchoStar has made to support our restructuring will allow us to maximize value for all of our stakeholders and allow us to emerge from chapter 11 on an expedited time frame." Road to Bankruptcy Mr. Epstein, CEO of TerreStar since 2006, said in a court filing that the Debtors' business model has largely been premised upon a substantial amount of capital expenditures. TerreStar's investors have contributed nearly $1 billion to fund the development of TerreStar's network over the course of the years preceding the chapter 11 filing. The Debtors, now at the end stages of the development process, have begun to market their network, recently entering into a distribution agreement with AT&T Mobility II, LLC, and attaining a position where they can begin to build a customer base, which will further increase their revenue in the upcoming years. Nonetheless, despite achieving the significant milestone of turning their product into a revenue stream, the Debtors require continued financing for further development and marketing before they become profitable enough to service their current debt load and meet their capital requirements for continued technological development and expansion of their product, Mr. Epstein said. The Debtors eventually came to realize that they would not be able to meet their liquidity needs to satisfy working capital requirements, operating expenses, debt and preferred stock redemption obligations absent either an infusion of new capital or a restructuring of their balance sheet. About TerreStar Corp Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. The Garden City Group, Inc. will act as claims and noticing agent in the chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP , serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. TERRESTAR NETWORKS: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: TerreStar Networks Inc. 12010 Sunset Hills Road 6th Floor Reston, VA 20190 Bankruptcy Case No.: 10-15446 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- TerreStar New York Inc. 10-15445 TerreStar Networks Holdings (Canada) Inc. 10-15447 TerreStar Networks (Canada) Inc. 10-15449 0887729 B.C. Ltd. 10-15450 Motient Communications Inc. 10-15452 Motient Holdings Inc. 10-15453 Motient License Inc. 10-15454 Motient Services Inc. 10-15455 Motient Ventures Holding Inc. 10-15458 MVH Holdings Inc. 10-15462 TerreStar License Inc. 10-15463 TerreStar National Services Inc. 10-15464 Type of Business: TerreStar Networks extends the reach, reliability, and resiliency of traditional mobile networks throughout the United States, U.S. Virgin Islands and Puerto Rico. Offering wholesale satellite services via today's leading service providers, and the world's first and only integrated satellite-cellular smartphone, the GENUS(TM), TerreStar is transforming the mobile experience and enabling users to be prepared and stay connected when they need to most. The Debtors' parent TerreStar Corp. (NASDAQ: TSTR), did not file for Chapter 11. Web site: http://www.terrestar.com/ Chapter 11 Petition Date: October 19, 2010 Bankruptcy Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Bankruptcy Judge: Sean H. Lane Debtor's Counsel : Ira S. Dizengoff, Esq. Akin, Gump, Strauss, Hauer & Feld, LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: idizengoff@akingump.com Debtor's General Canadian Counsel : FRASER MILNER CASGRAIN LLP Debtor's Information Officer : DELOITTE & TOUCHE INC. Debtor's Investment Banker and Financial Advisor : BLACKSTONE ADVISORY PARTNERS L.P. Debtor's Claims Agent : THE GARDEN CITY GROUP, INC. Estimated Assets: More than $1 billion Estimated Debts : More than $1 billion The petition was signed by Jeffrey Epstein, president and CEO. TerreStar Networks' List of 30 Largest Unsecured Creditors: Entity/Person Nature of Claim Claim Amount ------------- --------------- ------------ U.S. Bank National Association Noteholder Claim $178,578,322 60 Livingston Avenue St. Paul, MN 55107-1419 Space Systems/Loral Inc. Vendor $35,647,804 3825 Fabian Way Palo Alto, CA 94303-4604 Elektrobit, Inc. Vendor $25,659,839 22745 29th Drive SE SUI, Suite 200 Bothell, WA 98201 Hughes Networks Systems LLC Vendor $4,513,861 Infineon Technologies AG Vendor $2,937,180 Qualcomm Vendor $2,280,850 Comneon GMBH Vendor $1,686,271 ATC Technologies Vendor $1,381,197 Nokia Siemens Network Vendor $1,000,008 Alcatel-Lucent Vendor $990,000 Van Vlissingen and Co. Vendor $444,210 Jefferies & Company, Inc. Vendor $350,000 RKF Engineering, LLC Vendor $277,792 Data Sales Co., Inc. Vendor $242,177 Telx-Dallas LLC Vendor $106,059 Databank Holdings Vendor $81,159 Intrado, Inc. Vendor $62,500 Shaffer, Wilson, Sarver, Vendor $34,322 & Gray Telesat Canada Vendor $28,504 Sonoran Systems, Inc. Vendor $19,200 John Gilsenan Vendor $16,139 BCI Northwood Flex, LLC Vendor $15,634 Ruder Finn Vendor $10,000 Neustar Vendor $9,995 Forum Financial Service Vendor $7,421 Thomson Reuters Vendor $5,475 Oxford Global Resource Vendor $4,200 Telus Vendor $3,325 Bell Canada Vendor $1,795 RE&M Solutions, Inc. Vendor $1,168 TEXAS COMPETITIVE: Fitch Assigns 'B/RR2' Rating to $350 Mil. Notes ------------------------------------------------------------------ Fitch Ratings has assigned a rating of 'B/RR2' to Texas Competitive Electric Holdings Company LLC's issuance of $350 million 15% senior secured second lien notes due 2021, series B. The Rating Outlook is Negative. The new notes are secured, on a second priority basis, by the power generation assets and retail supply business owned by TCEH's wholly owned subsidiaries and are pari passu with the existing second lien debt. The net proceeds from the issuance will be deposited into an escrow account and pledged for the benefit of the noteholders on a first-priority basis until TCEH uses the proceeds to repurchase a portion of the 10.25% senior notes due 2015 and 10.5%/11.25% senior toggle notes due 2016 and/or repurchase or pay a portion of the term loans under TCEH's Credit Agreement. If proceeds remain in the escrow account on March 31, 2013, an offer to purchase notes with the remaining proceeds will be made. The 'B/RR2' rating of the second lien debt reflects TCEH's collateral valuation and the second lien debt's subordination to approximately $23.4 billion of TCEH senior secured bank facilities secured on a first-priority basis. Recovery Ratings for TCEH are based on the values of power facilities as outlined in Fitch's report 'Energy Future Holdings Corp.', dated April 21, 2010. Fitch believes that the value of TCEH's generation assets and retail business supports full recovery prospects for secured lenders. However, Fitch has suppressed the ratings for the new second lien notes to 'B/RR2' on the expectation that TCEH will take advantage of the available second lien borrowing capacity to issue more debt at this level going forward. The Negative Outlook for TCEH is driven by the persistent weakness in the forward natural gas curve that increases rating concerns about the open (unhedged) position beyond 2012; approximately 49% and 82% of TCEH's gas exposure is open in 2013 and 2014, respectively, as of June 30, 2010. Other concerns include the longer run uncertainties posed by the unpromulgated regulations regarding collateral posting requirements due to the recently enacted financial derivative legislation and relatively high cost of future market access/debt exchanges as reflected in the 15% coupon paid by TCEH on the second lien debt. However, in the near to intermediate term, TCEH cash flows are supported by stable operations, a favorable mix of power generation facilities in a relatively robust power market, hedge positions at favorable prices for the next two years, and a profitable retail marketing subsidiary that partly offsets low margins from power generation. Key rating factors for TCEH include: the forward curve for natural gas prices for 2013 and beyond, future electric power demand and market heat rates in ERCOT, high-yield capital market conditions over the next few years, and the risk of coercive exchanges affecting unsecured creditors. TO GOD BE THE GLORY: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: To God Be The Glory-A Place To Worship 2700 S. Hanford Street Seattle, WA 98144 Bankruptcy Case No.: 10-22258 Chapter 11 Petition Date: October 13, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Robert L. Wilson, Esq. 2148 Waverly Pl N Ste 3C Seattle, WA 98109 Tel: (206) 286-8427 E-mail: robertwilsonlaw@msn.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Alice Hudson, chairman and president. TRIBUNE CO: JPMorgan, Others Seek to Block Trustee Appointment -------------------------------------------------------------- The Tribune Co., JPMorgan Chase Bank NA and a committee of unsecured creditors have asked a court to deny a bid by Aurelius Capital Management LP to appoint a Chapter 11 trustee in the Tribune bankruptcy, arguing that such a move would be wasteful and unwarranted, Bankruptcy Law360 reports. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRICO MARINE: Creditors Committee Object to Appointments -------------------------------------------------------- BankruptcyData.com reports that Trico Marine Services' official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtors' motions seeking to retain Postlethwaite & Netterville (P&N), PricewaterhouseCoopers (PwC) and Ernst & Young (E&Y). BData says the committee objects to the PwC and E&Y motions because it feels that the services are duplicative. The committee objects to the P&N retention on the grounds that it is unclear to the committee why the Debtors' current employees and already retained professionals cannot perform the tasks. About Trico Marine Texas-based Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $30,562,681 in assets and $353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10- 12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. TRONOX INC: Seeks Approval on $125MM Credit From Wells Fargo ------------------------------------------------------------ Bankruptcy Law360 reports that Tronox Inc. has asked a federal judge to approve a $125 million revolving credit agreement with Wells Fargo Capital Finance LLC, a part of the Company's plans to emerge from Chapter 11 with $470 million of financed debt. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. UNIVERSAL BUILDING: Lender Withdraw Creditor-Repayment Plan ----------------------------------------------------------- Universal Building Products Inc.'s lender said it is no longer supporting the Company's proposed creditor-repayment plan, Dow Jones' DBR Small Cap reports. According to the report, the lender, UBP Acquisition Corp., said in court papers Friday it had initially agreed to support an "expedited" bankruptcy process for Universal Building and even provided a bankruptcy loan for the company as long as it operated in accordance with a budget. However, the report notes, UBP, an affiliate of Oaktree Capital Management LP, said that the budget expired Oct. 1 and the company failed to comply with it. Also, the report says, the company is weeks, if not months, away from finding out whether the court overseeing its bankruptcy case will approve the plan. As a result, UBP said the bankruptcy loan and the lender's obligation to support Universal Building's proposed creditor-repayment plan have terminated. Universal Building's proposed plan calls for any unused portion of the $6 million bankruptcy loan from UBP to be used to help pay creditors, the report adds. About Universal Building Westminster, California-based Universal Building Products, Inc., dba UBP, filed for Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Del. Case No. 10-12453). Mark Minuti, Esq., MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing LLP, assists the Debtor in its restructuring effort. UBP estimated $1 million to $10 million in assets and $10 million to $50 million in debts in its petition. The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No. 10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10- 12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11 petitions on August 4, 2010. Accubrace estimated $500,001 to $1 million in assets and $10 million to $50 million in debts. UPPER MARKET: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Upper Market Place, LLC 160 S. Linden Avenue, Suite 100 South San Francisco, CA 94080 Tel: (650) 876 9400 Bankruptcy Case No.: 10-34082 Chapter 11 Petition Date: October 15, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Francisco) Judge: Thomas E. Carlson Debtor's Counsel: Mark J. Romeo, Esq. LAW OFFICES OF MARK J. ROMEO 235 Montgomery Street, #410 San Francisco, CA 94104 Tel: (415) 395-9315 E-mail: romeolaw@msn.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-34082.pdf The petition was signed by Joseph Cassidy, manager. US AIRWAYS: Extends Code Share Agreement With Mesa Air ------------------------------------------------------ Mesa Air Group, Inc. has reached an agreement in principle with US Airways, Inc. to extend its code share agreement covering 38 CRJ- 900 aircraft for an additional term of 39 months to September 2015. Under the term sheet, Mesa Airlines, Inc., a wholly owned subsidiary of Mesa Air Group, will continue to provide regional jet service under the US Airways Express banner. The agreement is subject to approval by Mesa's and US Airways Boards of Directors and the Bankruptcy Court overseeing Mesa's restructuring. Under the agreement Mesa will continue to provide US Airways Express service out of US Airways' hubs in Phoenix, AZ and Charlotte, NC utilizing aircraft in Mesa's current fleet. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. VISTEON CORP: Judge Denies Retirees' Bid for Committee Status ------------------------------------------------------------- Bankruptcy Law360 reports that Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware denied a bid Monday by salaried Visteon Corp. retirees to form a committee representing their interests as the reorganized debtor appeals a court order reinstating retiree benefits for its bankruptcy period. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for automakers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring effort. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered an order on August 31, 2010, confirming the Fifth Amended Plan of Reorganization of Visteon Corporation and its debtor affiliates. Visteon emerged from Chapter 11 on October 1. WESTERN WIND: Posts C$673,900 Net Loss in June 30 Quarter --------------------------------------------------------- Western Wind Energy Corp. reported a net loss of C$673,876 on C$962,197 of revenue for the three months ended June 30, 2010, compared with a net loss of C$1.2 million on C$1.0 million of revenue for the same period in 2009. As at June 30, 2010, the Company had negative working capital of C$3.4 million and cash on hand of C$24,011 compared to positive working capital of C$1.9 million and cash on hand of approximately C$1.9 million as at December 31, 2009. The negative working capital is primarily due to the receipt of the US$2.5 million one year bridge financing, which was used to pay for the US$2.4 million SCE power purchase agreement development bond classified as a non-current asset. An additional expenditure was accrued under the limited notice to proceed with RMT Inc. for the Windstar project in the amount of US$617,000 which is classified as a current liability and non-current construction in progress. The Company's cash position improved considerably subsequent to the period end as approximately C$5 million was raised in July 2010 through additional equity and debt at the corporate level. Some of the funds raised were used to pay the above Windstar payables. For the six months ended June 30, 2010, the Company has experienced cash inflows from financing and cash outflows from operating and development activities. These conditions reflect the fact that income and cash flows from income-producing activities have been insufficient to offset cash used for project development expenses. The Company has been successful in attracting additional capital and debt financing to continue development and to maintain liquidity. As the Company continues with the windy season, wind farm operations are expected to generate close to breakeven cash flow but as the Company proceeds to develop its further business opportunities, cash provided by these operations will need to be augmented by additional sources of capital. The Company's balance sheet at June 30, 2010, showed $33.9 million in total assets, $8.1 million in total liabilities, and stockholders' equity of $25.8 million. These interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business. In recent years, income and cash flows from income-producing activities have been insufficient to offset cash used for project development expenses, and as the Company proceeds to develop its further business opportunities, cash provided by operations will need to be augmented by additional sources of capital. A full-text copy of the interim financial statements for the period ended June 30, 2010, is available for free at: http://researcharchives.com/t/s?6ca9 A full-text copy of the Management Discussion and Analysis for the period ended June 30, 2010, is available for free at: http://researcharchives.com/t/s?6ca8 About Western Wind Western Wind Energy Corp. owns two operating wind energy electrical generation facilities in California. The Company is developing wind and solar energy projects in California, Arizona, and the Province of Ontario and has a development team in the Commonwealth of Puerto Rico. The two operating wind plants are comprised of the Windridge generating facility in Tehachapi, California, that has a 4.5 MW rated capacity and the Mesa Wind Power generating facility near Palm Springs, California, that has a 30 MW rated capacity. The Company is headquartered in Vancouver, British Columbia and has a branch office in Tehachapi, California. It is listed on the TSX Venture Exchange under the symbol "WND", and on the Pink Sheets market under the symbol "WNDEF". WHITTLE DEV'T: Court Extends Filing of Schedules Until Nov. 2 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas extended, at the behest of Whittle Development Inc. and Mariah Bay Development Inc., the deadline to file schedules of assets and liabilities and statement of financial affairs until November 2, 2010. The Debtors said that they need an additional 15 days from October 18, 2010 -- the previous deadline for the schedules. According to the Debtor, each of them has been and will continue to diligently gather and compile the information required to prepare the Schedules but does not anticipate that they will be completed with sufficient opportunity for counsel to review the information for accuracy, completeness, or compliance before the previous deadline expires. About Whittle Development Rockwall, Texas-based Whittle Development Inc. is a Sub Chapter S property development company wholly owned by Robert S. Whittle. It owns significant acreage in and around the northeastern shore of Lake Ray Hubbard, as well as other parts of Rockwall County, Texas. Its business is the sale and development of its holdings for highest and best uses of its land "inventory" to third party end users or other more direct developers. Whittle Development filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37084). Whittle Development estimated its assets and debts at $10 million to $50 million at the Petition Date. Whittle Development's case is jointly administered with Rockwall, Texas-based Mariah Bay Development Inc., which is also a Sub Chapter S corporation wholly owned by Robert S. Whittle. Mariah Bay filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37085). Mariah Bay estimated its assets and debts at $10 million to $50 million at the Petition Date. Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C., assists the Debtors in their restructuring efforts. Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a separate Chapter 11 petition on February 19, 2010 (Bankr. N.D. Tex. Case No. 10-31171). WHITTLE DEV'T: Taps Wright Ginsberg as Bankruptcy Counsel --------------------------------------------------------- Whittle Development Inc. and Mariah Bay Development Inc. ask the U.S. Bankruptcy Court for the Northern District of Texas to employ Wright Ginsberg Brusilow P.C. as bankruptcy counsel. Wright Ginsberg will: (a) take all necessary action to protect and preserve the bankruptcy estate, including prosecution of actions on its behalf, defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; (b) prepare on behalf of each Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate herein; (c) formulate, negotiate, and propose a plan of reorganization, if justified; and (d) perform all other necessary legal services in connection with these proceedings. The hourly rates of Wright Ginsberg's personnel are: Attorneys (Downtown) -------------------- E. P. Keiffer (EPK) $450 Shawn K. Brown (SKB) $375 Kim E. Moses (KEM) $300 Attorneys (North Dallas) ------------------------ Frank J. Wright (FJW) $650 Paul B. Geilich (PBG) $525 C. Ashley Ellis (CAE) $475 Gogi Malik (GM) $475 Thomas P. Bingman (TPB) $350 Of Counsel ---------- William T. Burke (WTB) $325 L. Ed Creel (LEC) $750 Paraprofessionals ----------------- John L. Lajoie (JLL) $150 Betty J. Wallace (BJW) $125 Imelda V. Arayata (IVA) $125 Medrith E. Rhotenberry (MER) $75 Evelyn B. Palmer (EBP) $75 E.P. Keiffer, a shareholder at Wright Ginsberg, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Rockwall, Texas-based Whittle Development Inc. is a Sub Chapter S property development company wholly owned by Robert S. Whittle. It owns significant acreage in and around the northeastern shore of Lake Ray Hubbard, as well as other parts of Rockwall County, Texas. Its business is the sale and development of its holdings for highest and best uses of its land "inventory" to third party end users or other more direct developers. Whittle Development filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37084). Whittle Development estimated its assets and debts at $10 million to $50 million at the Petition Date. Whittle Development's case is jointly administered with Rockwall, Texas-based Mariah Bay Development Inc., which is also a Sub Chapter S corporation wholly owned by Robert S. Whittle. Mariah Bay filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37085). Mariah Bay estimated its assets and debts at $10 million to $50 million at the Petition Date. Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a separate Chapter 11 petition on February 19, 2010 (Bankr. N.D. Tex. Case No. 10-31171). WHITTLE DEV'T: Mariah Bay Files List of 2 Largest Unsec. Creditors ------------------------------------------------------------------ Mariah Bay Development, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Texas a consolidated list of its two largest unsecured creditors: Entity Claim Amount ------ ------------ O'Brien & Associates Inc. Suite 136 LB 161 5310 Harvest Hill Dallas, TX 75230 $7,507 Full Circle Environmental 8436 Denton Hwy., Suite 208 Watauga, TX 76148 $280 Rockwall, Texas-based Whittle Development Inc. filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37084). Whittle Development estimated its assets and debts at $10 million to $50 million at the Petition Date. Whittle Development's case is jointly administered with Rockwall, Texas-based Mariah Bay Development Inc., which also filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37085). Mariah Bay estimated its assets and debts at $10 million to $50 million at the Petition Date. Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C., assists the Debtors in their restructuring efforts. Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a separate Chapter 11 petition on February 19, 2010 (Bankr. N.D. Tex. Case No. 10-31171). WHITTLE DEV'T: Section 341(a) Meeting Scheduled for Nov. 9 ---------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Whittle Development Inc. and Mariah Bay Development Inc.'s creditors on November 9, 2010, at 1:30 p.m. The meeting will be held at the Office of the U.S. Trustee, 1100 Commerce Street, Room 976, Dallas, TX 75242. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Rockwall, Texas-based Whittle Development Inc. filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37084). Whittle Development estimated its assets and debts at $10 million to $50 million at the Petition Date. Whittle Development's case is jointly administered with Rockwall, Texas-based Mariah Bay Development Inc., which also filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37085). Mariah Bay estimated its assets and debts at $10 million to $50 million at the Petition Date. Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C., assists the Debtors in their restructuring efforts. Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a separate Chapter 11 petition on February 19, 2010 (Bankr. N.D. Tex. Case No. 10-31171). WILLIAM HEGGER: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: William R. Hegger 23845 NE Adair Rd Redmond, WA 98053 Bankruptcy Case No.: 10-22344 Chapter 11 Petition Date: October 14, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Jeffrey B. Wells, Esq. 500 Union St., Ste 502 Seattle, WA 98101 Tel: (206) 624-0088 E-mail: eajbwellaw@aol.com Scheduled Assets: $841,300 Scheduled Debts: $1,292,222 A list of the Debtor's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb10-22344.pdf WL HOMES: Arbitration Bid "Unenforceable", Homeowners Say --------------------------------------------------------- Bankruptcy Law360 reports that a group of homeowners argued that a proposal by WL Homes LLC's liquidation trustee to force claimants seeking compensation for faulty construction claims against the Company to arbitrate their claims is "unenforceable and unconscionable." About WL Homes Irvine, California-based WL Homes LLC -- dba John Laing Homes, John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John Laing Urban -- is one of metro Denver's largest homebuilders. It builds under the John Laing brand primarily in Colorado, California, Arizona, and Texas. John Laing began as a builder in the United Kingdom and came to the U.S. market in 1984. The company was sold to Dubai-based Emaar Properties in 2006 for $1.05 billion. Emaar invested $613 million in the company, but eventually stopped funding. John Laing had a work force of 1,100 in 2006, but cut employees to about 90 by the first week of February 2009. John Laing has 105 real estate developments across the country. It also builds luxury and custom homes. WL Homes and five of its affiliates filed for Chapter 11 protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09- 10571). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their restructuring efforts. Ashby & Geddes represents the Official Committee of Unsecured Creditors. In its bankruptcy petition, WL Homes estimated assets of more than $1 billion, and debts between $500 million and $1 billion. As reported in the TCR on June 10, 2009, the Bankruptcy Court converted WL Homes LLC and its debtor affiliates' Chapter 11 cases to cases under Chapter 7 liquidation, at the request of the official committee of unsecured creditors. WOUND MANAGEMENT: Posts $663,000 Net Loss in June 30 Quarter ------------------------------------------------------------ Wound Management Technologies, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $663,006 on $114,977 of revenue for the three months ended June 30, 2010, compared with a net loss of $323,911 on $73,725 of revenue for the same period of 2009. The Company's balance sheet at June 30, 2010, showed $6.7 million in total assets, $4.2 million in total liabilities, and stockholders' equity of $2.5 million. Pritchett, Siler & Hardy, P.C., in Salt Lake City, expressed substantial doubt aobut the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company has incurred substantial losses and has a working capital deficit. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6caf About Wound Management Fort Worth, Tex.-based Wound Management Technologies, Inc., through its subsidiary, Wound Care Innovations, LLC, distributes collagen-based wound care products in the United States. ZEIG ELECTRIC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Zeig Electric, Inc. 8224 White Settlement Rd #210 Fort Worth, TX 76108 Bankruptcy Case No.: 10-46712 Chapter 11 Petition Date: October 13, 2010 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: St. Clair Newbern, III, Esq. LAW OFFICES OF ST. CLAIR NEWBERN III, P.C 1701 River Run, Suite 1000 Fort Worth, TX 76107 Tel: (817) 870-2647 E-mail: filing@newbernlawoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by James Zeig, president. * September Bankruptcy Filings by Multi-Million Dollar Companies ---------------------------------------------------------------- Five companies with assets of at least $100 million tumbled into Chapter 11 bankruptcy in September, compared to six mega filers in August and eight in July 2010, and 12 large filers in September 2009. Blockbuster Inc. was the lone billion-dollar case, with $1.46 billion in total assets. The four other September 2010 mega-filers are: * Pitcairn Properties Holdings, Inc. * Island One, Inc. * Rock US Holdings, Inc., et al. * Ultimate Escapes Holdings, LLC All four cases estimated assets between $100 million to $500 million. Bankruptcy filings by large companies remain low during the first nine months of 2010, compared last year's. Year-to-September 2010, eight companies with more than a billion dollar in assets declared Chapter 11 bankruptcy (about one case filed per month). Year-to-September 2009, billion-dollar filers totaled 36 (about 4 cases per month). There were no billion-dollar filers during September 2009. Total billion-dollar filers for 2009 reached 44. Year-to-September 2010, 83 chapter 11 cases were commenced by companies with more than $100 million in total assets (an average of 9 cases per month). During the same period in 2009, 166 chapter 11 cases were commenced by companies with assets between $100 million and $1 billion (an average of 18 cases per month). Rock US and Ultimate Escapes commenced prepack cases in September. Year-to-September, a total of 28 prepacks/pre-arranged cases were filed (about 1/3 of the total cases filed). 2010 Large Chapter 11 Cases $100MM $500MM Month - $500MM $1BB > $1BB Prepacks Total ----- -------- ------ ------ -------- ----- January 14 2 1 8 17 February 6 1 3 3 15 March 9 3 - 5 12 April 7 1 - 3 8 May 12 - - 2 12 June 4 1 - 1 5 July 5 1 2 3 8 August 3 2 1 1 6 September 4 0 1 1 5 Of the September mega-cases, three cases went to Delaware, bringing the year's total to 33. One went to Manhattan, raising that total to 15. In 2009, 79 mega-cases went to Delaware while 32 cases went to Manhattan. The top 16 filers for the year by total assets, thus far, are: Case Total Assets Court Petition Date ---- ------------ ----- ------------- Blockbuster Inc. $1,017,035,832 SDNY 23-Sept Movie Gallery, Inc. More than $1BB VAEB 2-Feb Aleris Deutschland More than $1BB Del 5-Feb (affiliate of Aleris Int'l) Capmark Investments More than $1BB Del 15-Jan (affiliate of Capmark Financial) ESA P Portfolio More than $1BB Del 18-Feb TXNC GP L.L.C. (affiliates of Extended Stay) Innkeepers USA Trust More than $1BB SDNY 19-Jul Protech Holdings C More than $1BB Del 29-Jul (affiliate of Capmark Financial) Boston Generating LLC More than $1BB SDNY 18-Aug Mesa Air Group Inc. $975,487,000 SDNY 5-Jan Almatis B.V. $500MM - $1BB CASB 30-Apr Centaur, LLC $500MM - $1BB Del 6-Mar Penton Media $500MM - $1BB SDNY 10-Feb Sargent Ranch LLC $500MM - $1BB CASB 4-Jan South Bay Expressway $500MM - $1BB CASB 22-Mar Garlock Sealing $500MM - $1BB CASB 22-Mar Xerium Technologies $693,511,000 Del 30-Mar Lehman Brothers Holding Corp. remains the biggest corporate bust in history. Lehman, which filed in 2008, had $639 billion in total assets and $613 billion in total debts at that time of its filing. Chapter 11 Filings Increase by 20% in Sept. Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, has reported that Chapter 11 bankruptcy filings increased by about 20% in September 2010 as the number of total commercial bankruptcy filings remained steady. DBR, citing figures from the Automated Access to Court Electronic Records, said Chapter 11 filings by businesses and individuals rose by 20.6% last month, to 1,201 from 996 in August. There have been 10,487 Chapter 11 filings so far this year, versus 11,548 during the first nine months of 2009. DBR said the total number of commercial filings, however, remained stable in September. A total of 6,999 businesses filed for bankruptcy protection last month, versus 6,994 commercial bankruptcy filings in August. Bankruptcies have fallen sharply this year from last. Through October 1, 78 public companies with total assets of $63.5 billion filed for bankruptcy protection, down from 167 companies and $444.2 billion in assets during the same year-earlier period, according to Bankruptcydata.com. SEPTEMBER 2010 MEGA CASES (A) Blockbuster Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) is a global provider of rental and retail movie and game entertainment. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates filed for Chapter 11 bankruptcy with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Blockbuster reached an agreement with a group of bondholders holding 80.1% principal amount of the Company's 11.75% senior secured notes on a restructuring plan. When implemented, the plan would reduce the Company's debtload -- from nearly $1 billion currently to an estimated $100 million or less. The Company has a $125 million DIP financing from certain existing senior secured noteholders to fund the chapter 11 process. The DIP financing will mature April 30, 2011. Martin Sosland, Esq., and Stephen Karotkin, Esq., lead a team of Weil Gotshal lawyers advising the Debtors. Rothschild Inc. serves as Blockbuster's financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The U.S. Trustee has appointed a 9-member panel of unsecured creditors. (B) Pitcairn Properties Holdings, Inc. Based in Jenkintown, Pennsylvania, Pitcairn Properties Holdings Inc. -- http://www.pitcairnproperties.com/-- owns high-rise offices, residences, and suburban office centers. Pitcairn Properties filed for Chapter 11 on September 1 (Bankr. D. Del. Case No. 10-12764). Christopher K. Hepp at The Philadelphia Inquirer reports that the bankruptcy filing will allow Pitcairn to buy time to stave off a takeover attempt by an investor. The Company owes $7.56 million in dividends to investment firm PPH Investments L.L.C., which has sued for payment. PPH Investments is a unit of Eric L. Blum's ELB Capital Management. PPH Investments owns 100% of the preferred stock in Pitcairn. Mr. Blum sued in the Delaware Court of Chancery, arguing that his investment agreement gives him the right to appoint a majority of the Company's board. The Company counter-sued, contending that Mr. Blum's demands would unfairly wipe out other Pitcairn stockholders and force the liquidation of $800 million in real estate at the worst possible time. On September 9, however, Judge Christopher S. Sontchi dismissed the case, saying Chapter 11 was not a proper vehicle for the restructuring of the terms under which Pitcairn would redeem its preferred stock. District Court Chief Judge Gregory M. Sleet affirmed the decision. On September 23, Pitcairn relented, agreeing to settle the dispute. Under the deal, Mr. Blum will become the Company's chairman. Pitcairn will drop the case. (C) Island One Island One and its affiliates developed and managed time-share resorts in Florida and the U.S. Virgin Islands since 1981. Through Navigo Vacation Club, the companies developed a timeshare network that extends throughout the U.S., Latin America, the Caribbean and Europe. Island One and five affiliates filed for bankruptcy protection in Orlando, Florida (Bankr. M.D. Fla. Lead Case No. 10-16177). Orlando-based Island One estimated both assets and debt in the range of $100 million to $500 million in its Chapter 11 petition. The Company blamed falling sales and declining property values for the filing. Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida, serves as counsel to the Debtors. (D) Rock US Holdings, Inc., et al. Rock US Holdings Inc., through its affiliates, owns two commercial buildings in Manhattan. The buildings are located at 100-104 Fifth Avenue and 183 Madison Avenue. Rock US estimated assets of up to $50,000 and debts of $100 million to $500 million in its Chapter 11 petition. Two of the debtor-affiliates Rock New York (100 104 Fifth Avenue) LLC and Rock New York (183 Madison Avenue) LLC estimated as much as $500 million in assets. Rock US and three affiliates sought bankruptcy protection under Chapter 11 on September 15, 2010 (Bankr. D. Del. Lead Case No. 10-12892). Bloomberg News says Rock US is selling its properties as part of a pre-packaged restructuring plan. Dow Jones' DBR Small Cap reports that a federal watchdog says proposed deals to purchase two commercial buildings from Rock US Holdings for nearly $170 million, plus the assumption of liabilities, contain a provision that could "chill" competitive offers. Two former U.S. executives at Rock US Holdings have disputed the plan, citing unlawful liability releases. The U.S. Bankruptcy Court will consider the adequacy of the Disclosure Statement and confirmation of the Plan during a hearing set for November 9, 2010, at 9:30 a.m. prevailing Eastern Time. Objections to the Disclosure Statement and the Plan must be filed with the Clerk of the Court by October 18, 2010. (E) Ultimate Escapes Holdings Kissimmee, Florida-based Ultimate Escapes, Inc., is a luxury destination club that sells club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Ultimate Escapes filed for Chapter 11 bankruptcy on September 20, 2010 (Bankr. D. Del. Case No. 10-12915) to facilitate the sale of its assets to its secured lender. CapitalSource serves as stalking horse bidder. It is offering $65.2 million for the assets. Competing bids are due October 15. An auction will be held October 18 if rival offers are received. The Debtors will seek approval of the winning bid at a hearing on October 20. Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in their restructuring efforts. CRG Partners Group LLC is the Debtors' chief restructuring officer. BMC Group Inc. is the Company's claims and notice agent. Holdings estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. The Company's balance sheet at June 30, 2010, showed $188.7 million in total assets, $222.0 million in total liabilities, and a stockholders' deficit of $33.3 million. * Bankruptcy Lawyers Field Calls from Troubled Municipalities ------------------------------------------------------------- Corporate bankruptcy attorneys are finding more work in the public space as more municipalities, facing tax revenue shortfalls and increasing liabilities, seek to restructure their debt, according to American Bankruptcy Institute. * TMA Survey Says Restructuring Revenue Flat or Decreased --------------------------------------------------------- Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reports that about 70% of respondents to the Turnaround Management Association's Trend Watch survey expect flat or decreased revenue from turnaround situations this year compared to 12 months ago, as the expectation of more opportunities due to global economic woes hasn't materialized. DBR relates that of those polled, 41% expect to see revenue decrease by as much as 50%. While slightly more than half of the respondents still expect revenue increases of more than 10% in 2011, 64% of last year's respondents had that expectation about 2010. "It's almost like things are frozen," said William K. Lenhart, a partner with BDO Consulting in New York, according to DBR. DBR says about 70% of respondents said they were working on restructurings outside of bankruptcy court, a huge jump from 42% last year. The number of firms that said their work has involved preparing companies for mergers declined slightly. DBR also relates that eight out of 10 respondents expect their firms to either cut or not add staff, up from 55% last year. When it comes to hiring, the percentage of respondents emphasizing private industry experience increased compared to last year. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Oct. 28, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Level Professional Development Program Weil, Gotshal & Manges LLP, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 29, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium The Savoy, London, England Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. __, 2010 AMERICAN BANKRUPTCY INSTITUTE Delaware Views from the Bench and Bankruptcy Bar Hotel du Pont, Wilmington, Del. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Detroit Consumer Bankruptcy Conference Hyatt Regency Dearborn, Dearborn, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 29, 2010 RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC. 17th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York City Contact: 1-903-595-3800; http://www.renaissanceamerican.com/ Dec. 9-11, 2010 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Camelback Inn, a JW Marriott Resort & Spa, Scottsdale, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ January 26-28, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Distressed Investing Conference Aria Las Vegas Contact: http://www.turnaround.org/ Jan. 27-28, 2011 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colo. Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 3-5, 2011 AMERICAN BANKRUPTCY INSTITUTE Caribbean Insolvency Symposium Westin Casuarina Resort & Spa, Grand Cayman Island Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 24-25, 2011 AMERICAN BANKRUPTCY INSTITUTE Valcon Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 4, 2011 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Hyatt Regency Century Plaza, Los Angeles, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 7-9, 2011 AMERICAN BANKRUPTCY INSTITUTE Conrad Duberstein Moot Court Competition Duberstein U.S. Courthouse, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 10, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - Florida Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 10-12, 2011 AMERICAN BANKRUPTCY INSTITUTE SUCL/ Alexander L. Paskay Seminar on Bankruptcy Law and Practice Marriott Tampa Waterside, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 17-19, 2011 AMERICAN BANKRUPTCY INSTITUTE Byrne Judicial Clerkship Institute Pepperdine University School of Law, Malibu, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ April 27-29, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott, Chicago, IL Contact: http://www.turnaround.org/ May 5, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - New York City Association of the Bar of the City of New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 6, 2011 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Hilton New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ June 6, 2011 AMERICAN BANKRUPTCY INSTITUTE Canadian-American Cross-Border Insolvency Symposium Fairmont Royal York, Toronto, Ont. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 27-30, 2011 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Sanctuary at Kiawah Island, Kiawah Island, S.C. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: October 15, 2010 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***